Legislature(2015 - 2016)HOUSE FINANCE 519

10/29/2015 01:30 PM House FINANCE

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01:36:51 PM Start
01:38:02 PM HB3001
01:38:05 PM Enalytica Presentation: Initial Analysis of the Transcanada Buyout Proposal
04:11:27 PM Adjourn
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+= HB3001 APPROP: LNG PROJECT & FUND/AGDC/SUPP. TELECONFERENCED
Heard & Held
Enalytica Presentation - "Initial Analysis of the
TransCanada Buyout Proposal" by:
- Janek Mayer & Nikos Tsafos, Consultants
                  HOUSE FINANCE COMMITTEE                                                                                       
                   THIRD SPECIAL SESSION                                                                                        
                     October 29, 2015                                                                                           
                         1:36 p.m.                                                                                              
                                                                                                                                
                                                                                                                                
1:36:51 PM                                                                                                                    
                                                                                                                                
CALL TO ORDER                                                                                                                 
                                                                                                                                
Co-Chair Neuman  called the House Finance  Committee meeting                                                                    
to order at 1:36 p.m.                                                                                                           
                                                                                                                                
MEMBERS PRESENT                                                                                                               
                                                                                                                                
Representative Mark Neuman, Co-Chair                                                                                            
Representative Steve Thompson, Co-Chair                                                                                         
Representative Dan Saddler, Vice-Chair                                                                                          
Representative Bryce Edgmon                                                                                                     
Representative Les Gara                                                                                                         
Representative Lynn Gattis                                                                                                      
Representative David Guttenberg                                                                                                 
Representative Scott Kawasaki                                                                                                   
Representative Cathy Munoz                                                                                                      
Representative Lance Pruitt                                                                                                     
Representative Tammie Wilson                                                                                                    
                                                                                                                                
MEMBERS ABSENT                                                                                                                
                                                                                                                                
None                                                                                                                            
                                                                                                                                
ALSO PRESENT                                                                                                                  
                                                                                                                                
Janak  Mayer, Chairman  and  Chief Technologist,  enalytica;                                                                    
Nikos  Tsafos,  President   and  Chief  Analyst,  enalytica;                                                                    
Representative  Paul Seaton;  Representative Lora  Reinbold;                                                                    
Representative Liz  Vazquez; Representative  Andy Josephson;                                                                    
Representative   Benjamin  Nageak;   Representative  Shelley                                                                    
Hughes;  Representative  Geran   Tarr;  Representative  Matt                                                                    
Claman.                                                                                                                         
                                                                                                                                
SUMMARY                                                                                                                       
                                                                                                                                
HB 3001   APPROP: LNG PROJECT & FUND/AGDC/SUPP.                                                                                 
                                                                                                                                
          HB 3001 was HEARD and HELD in committee for                                                                           
          further consideration.                                                                                                
                                                                                                                                
ENALYTICA PRESENTATION: INITIAL  ANALYSIS OF THE TRANSCANADA                                                                    
BUYOUT PROPOSAL                                                                                                                 
                                                                                                                                
Co-Chair Neuman reviewed the agenda for the day.                                                                                
                                                                                                                                
HOUSE BILL NO. 3001                                                                                                           
                                                                                                                                
     An  Act  making   supplemental  appropriations;  making                                                                    
     appropriations    to     capitalize    funds;    making                                                                    
     appropriations  to the  general  fund  from the  budget                                                                    
     reserve  fund (art.  IX, sec.  17, Constitution  of the                                                                    
     State of Alaska) in accordance  with sec. 12(c), ch. 1,                                                                    
     SSSLA 2015; and providing for an effective date.                                                                           
                                                                                                                                
1:38:02 PM                                                                                                                    
                                                                                                                                
^ENALYTICA   PRESENTATION:    INITIAL   ANALYSIS    OF   THE                                                                  
TRANSCANADA BUYOUT PROPOSAL                                                                                                   
                                                                                                                                
1:38:05 PM                                                                                                                    
                                                                                                                                
JANAK  MAYER, CHAIRMAN  AND  CHIEF TECHNOLOGIST,  ENALYTICA,                                                                    
introduced himself and  relayed that it was  his fourth year                                                                    
advising  the  legislature  on oil  and  gas  economics  and                                                                    
fiscal  issues. Additionally,  he had  advised on  questions                                                                    
related to natural gas commercialization  and the project to                                                                    
commercialize North Slope reserves.                                                                                             
                                                                                                                                
NIKOS  TSAFOS,  PRESIDENT   AND  CHIEF  ANALYST,  ENALYTICA,                                                                    
introduced  himself.  His  background  was  in  natural  gas                                                                    
commercialization strategy  and project development;  it was                                                                    
his third  year advising  the legislature on  topics related                                                                    
to North Slope natural gas.                                                                                                     
                                                                                                                                
Mr.   Mayer   introduced    the   PowerPoint   Presentation:                                                                    
"TransCanada's Participation  in AK  LNG: Key  Issues" dated                                                                    
October 29  [2015] (copy on  file). He reported that  he and                                                                    
Mr.  Tsafos  had  been  present for  all  House  and  Senate                                                                    
committee meetings  during the  current special  session. He                                                                    
relayed that  at the beginning  of the special  session they                                                                    
had  circulated an  extensive  report providing  enalytica's                                                                    
take on  the key  issues. He  expressed intent  to summarize                                                                    
their  view  of  things  in  their  role  of  providing  due                                                                    
diligence.                                                                                                                      
                                                                                                                                
1:40:07 PM                                                                                                                    
                                                                                                                                
Mr.  Mayer slide  2:  "Back  To 2014:  View  From 2014:  Why                                                                    
TransCanada?"  He noted  that in  2014, session  had largely                                                                    
been  devoted to  debate on  SB 138  [legislation passed  in                                                                    
2014  related to  a  gas  pipeline, AGDC,  and  oil and  gas                                                                    
production tax], including the  Heads of Agreement (HOA) and                                                                    
the  Memorandum of  Understanding (MOU).  He addressed  that                                                                    
TransCanada's participation  in the project was  perhaps the                                                                    
most  contentious aspect  of  the  proposal throughout  that                                                                    
time. He  discussed that there  had been an  impassioned and                                                                    
at times  compelling argument  by the  former administration                                                                    
[Parnell   Administration]  in   support  of   TransCanada's                                                                    
participation.  Additionally, there  had  been  a degree  of                                                                    
scrutiny  and  skepticism  from the  legislature  about  the                                                                    
idea.  He   intended  to  think  about   the  situation  and                                                                    
skepticism from  the past  to frame  the current  status and                                                                    
arguments put to the committee.                                                                                                 
                                                                                                                                
Mr. Mayer noted that in  2014 the Parnell Administration had                                                                    
argued for  TransCanada's involvement  in the  project based                                                                    
on various strong points.  he cited TransCanada's experience                                                                    
as  a   large,  highly  capable  and   experienced  pipeline                                                                    
company,  particularly  on  northern pipelines  and  Alaskan                                                                    
natural  gas  pipeline   projects  (especially  through  the                                                                    
Alaska    Gasline    Inducement   Act    (AGIA)    process).                                                                    
Additionally,  there  had  been a  significant  emphasis  on                                                                    
questions  of continuity  and momentum.  He elaborated  that                                                                    
TransCanada had  conducted work during the  AGIA process and                                                                    
it had  a significant  amount of intellectual  property data                                                                    
as a  result. During the transition  period, TransCanada and                                                                    
the  other parties  worked  well together  and  there was  a                                                                    
desire to ensure the transition  of the work product over to                                                                    
the new  AKLNG team in  a seamless  way and to  dissolve the                                                                    
AGIA partnership cooperatively.                                                                                                 
                                                                                                                                
Mr. Mayer addressed  governance on slide 2.  He relayed that                                                                    
the  Parnell   Administration  had  put  forward   a  strong                                                                    
argument  that it  had appreciated  the  participation of  a                                                                    
company  that   made  money  by   moving  gas   rather  than                                                                    
commercializing  particular reserves.  The thought  had been                                                                    
that  TransCanada would  help the  state negotiate  terms to                                                                    
make the  pipeline infrastructure as expandable  as possible                                                                    
and  that  the state's  interest  was  not necessarily  just                                                                    
monetizing the  existing resources at Prudhoe  Bay and Point                                                                    
Thomson. The  former administration  had also  believed that                                                                    
TransCanada  would be  a  commercially  minded partner  when                                                                    
there was potential  new gas to bring into the  project in a                                                                    
post  construction  and   operation.  Additionally,  it  had                                                                    
argued that TransCanada's  experience would potentially make                                                                    
a  successful  project  more  likely.  Finally,  the  former                                                                    
administration  had argued  that  TransCanada would  relieve                                                                    
the  state from  cash  calls during  the development  phase,                                                                    
which  was  the  assertion  enalytica   had  been  the  most                                                                    
skeptical  of.   The  idea   had  been   that  TransCanada's                                                                    
involvement  would  help  with   the  state's  overall  debt                                                                    
capacity.   He   believed   there   had   been   significant                                                                    
recognition that  compared to potential  cost of  capital to                                                                    
the state  through debt that the  agreement with TransCanada                                                                    
could be expensive.                                                                                                             
                                                                                                                                
Mr. Mayer  believed the  legislature rightly  had skepticism                                                                    
about particular points raised  by the former administration                                                                    
in   2014.  There   had  been   a  question   about  whether                                                                    
TransCanada  tariff costs  would  be  competitive to  market                                                                    
norms and how it would compare  to the state's cost of debt.                                                                    
In response  to the concern  the legislature had  included a                                                                    
provision  in  SB 138  that  an  extensive report  would  be                                                                    
conducted on  the various financing  options for  the state.                                                                    
He  believed in  terms of  risk  and reward  there had  been                                                                    
concern  that  the  arrangement   with  TransCanada  may  be                                                                    
slightly  one-sided.  In  particular  that  TransCanada  had                                                                    
earned an equity rate of  return on its participation in the                                                                    
project, but  almost all  of the  equity risk  remained with                                                                    
the state.  For example,  if there had  been an  increase in                                                                    
the capital requirement  of the project it would  pass on to                                                                    
the state  through the TransCanada tariff.  Additionally, if                                                                    
TransCanada  was  not  able to  arrange  financing  for  the                                                                    
project, it could  walk away at any point  and be reimbursed                                                                    
with interest.  TransCanada's risk profile looked  more like                                                                    
the risk  profile of  debt rather than  the risk  profile of                                                                    
equity. He  furthered that  by fronting  the capital  to the                                                                    
state, TransCanada  also received  the voting  rights within                                                                    
the  project partnership.  There  would  be certain  crucial                                                                    
items  over which  the state  would have  the right  of veto                                                                    
including things like approval of  the work plan and budget.                                                                    
Ultimately TransCanada  would be free  to make its  own vote                                                                    
in its own interests which may  align with the state and may                                                                    
not.                                                                                                                            
                                                                                                                                
Mr. Mayer  addressed the final  point on slide 2  related to                                                                    
back-in rights. He discussed that  the MOU and original deal                                                                    
contained   numerous   off-ramps.   He   noted   that   many                                                                    
legislators  had   observed  that  some  of   the  off-ramps                                                                    
appeared to lead straight back  to an on-ramp. He elaborated                                                                    
that  the   state  could   terminate  [the   agreement  with                                                                    
TransCanada] for numerous reasons  at various times, but the                                                                    
MOU  included   a  clause  specifying  that   if  the  state                                                                    
proceeded  with  the  project  or  a  substantially  similar                                                                    
project  within 5  years of  termination, the  state had  to                                                                    
offer  TransCanada  the right  to  participate.  Due to  the                                                                    
areas of  concern, the state  wanted to ensure there  was at                                                                    
least one solid off-ramp.  He explained that TransCanada had                                                                    
clarified  that  the  back-in-right  would be  put  into  an                                                                    
eventual Firm Transportation  Services Agreement (FTSA), but                                                                    
not into the Precedent Agreement  (PA) that would govern the                                                                    
relationship  with TransCanada  until  the end  of 2015.  He                                                                    
furthered that  the end  of 2015  was the  key point  in the                                                                    
contractual  relationship with  TransCanada where  there was                                                                    
one clean off-ramp; it was the  one time the state could opt                                                                    
to  sever  the  relationship without  incurring  an  ongoing                                                                    
commitment.                                                                                                                     
                                                                                                                                
1:50:31 PM                                                                                                                    
                                                                                                                                
Mr.  Tsafos  turned   to  slide  3.  He   relayed  that  the                                                                    
consultants  planned to  walk  the  committee through  their                                                                    
process  in   approaching  the  question  [related   to  the                                                                    
partnership  with TransCanada].  The consultants  had worked                                                                    
to  develop  a  report   on  their  assessment  of  Governor                                                                    
Walker's  proposal  and saw  their  role  as conducting  due                                                                    
diligence  on behalf  of the  legislature.  He relayed  that                                                                    
they had worked with  Black and Veatch [financial consultant                                                                    
to the  state] to understand  its model and  assumptions. He                                                                    
relayed that  enalytica was very comfortable  with the Black                                                                    
and Veatch numbers.  He noted that enalytica did  not try to                                                                    
replicate  the numbers  given time  constraints. He  relayed                                                                    
that  enalytica had  a  number of  conversations  and an  in                                                                    
person meeting  with the  Black and  Veatch team  to discuss                                                                    
its numbers.                                                                                                                    
                                                                                                                                
Mr.  Tsafos relayed  that enalytica  had the  opportunity to                                                                    
have  some  good  discussions  with  the  state's  financial                                                                    
advisors  Greengate  LLC  and FirstSouthwest  to  understand                                                                    
their perspective on the financial  options available to the                                                                    
state  including  understanding   some  of  the  assumptions                                                                    
around   the   state's   cost   of   debt   going   forward.                                                                    
Additionally, enalytica  had spoken  with the  Department of                                                                    
Natural Resources  (DNR) to  understand its  perspective. He                                                                    
noted that he and Mr. Mayer  had been present for all of the                                                                    
legislative  hearings on  the topic.  He  relayed that  they                                                                    
felt comfortable with  the majority of the  case put forward                                                                    
by the administration including the  numbers and many of the                                                                    
statements that  had been made.  Slide 3 included a  list of                                                                    
statements from  various members  of the  administration and                                                                    
its consultants that enalytica largely  agreed with; it also                                                                    
included a couple of statements  that enalytica differed on.                                                                    
Mr.  Tsafos read  slide  3: "Summary:  Where  We Agree  with                                                                    
Administration and Where Not:"                                                                                                  
                                                                                                                                
       Where we agree with administration statements                                                                            
     · The State of Alaska (SOA) will pay TransCanada (TC)                                                                      
        no matter what                                                                                                          
     · SOA retains risk, but TC retains most decision                                                                           
        making (TC's only risk is deterioration of SOA                                                                          
        credit)                                                                                                                 
     · SOA credit rating will be hit regardless of whether                                                                      
        TC is in the project or not                                                                                             
     · SOA has several financing options-no need to panic                                                                       
        about having higher cash calls                                                                                          
                                                                                                                                
Mr. Tsafos  elaborated that  while TransCanada  would retain                                                                    
much of the  decision making, there were  some exceptions in                                                                    
terms of voting on the work  plan and budget. He stated that                                                                    
the termination of the agreement  with TransCanada would not                                                                    
mean the  state would have to  come up with $15  billion any                                                                    
time soon.                                                                                                                      
                                                                                                                                
Co-Chair Neuman asked for detail on options.                                                                                    
                                                                                                                                
Mr. Tsafos  replied that there  were a number of  things the                                                                    
state  could  do,  which  he  divided  into  three  or  four                                                                    
buckets. First,  the state  would take  back its  25 percent                                                                    
share  of  the project  if  the  deal with  TransCanada  was                                                                    
terminated.  One  way  partners around  the  world  financed                                                                    
their projects was to possibly  sell some of that share down                                                                    
the  road  to  raise   immediate  funds.  He  detailed  that                                                                    
companies paid  hundreds of millions to  billions of dollars                                                                    
to  get  into  a  project   once  it  was  underway  in  the                                                                    
development phase. Second, the  state could obtain financing                                                                    
from the official sector  (i.e. state financial institutions                                                                    
and export/import banks), which  had a long established role                                                                    
to play in developing LNG  projects and were usually able to                                                                    
provide substantial sums of money  at or below market rates.                                                                    
A third option was project  finance, the idea that the state                                                                    
would raise  debt at the level  of the project and  the debt                                                                    
would  be guaranteed  by  the revenues  of  the project.  He                                                                    
detailed that under the option  the interest the state would                                                                    
pay would  be determined by  the risk of the  project rather                                                                    
than the sovereign. For example,  there were places in Papua                                                                    
New Guinea  where a lender  may be more  comfortable lending                                                                    
to Papua  New Guinea LNG  than lending to Papua  New Guinea;                                                                    
therefore,  a structure  could be  created  to insulate  the                                                                    
project from some  of the sovereign level  risk, which would                                                                    
enable  the receipt  of more  attractive financing.  Fourth,                                                                    
there were  all of the  options available to a  sovereign in                                                                    
general  (i.e. general  obligation bonds,  other bonds,  and                                                                    
equity  options). For  example,  the state  had an  enormous                                                                    
asset base  that could be  deployed in  a number of  ways in                                                                    
support of  the project.  He remarked  that even  though the                                                                    
state would  go from  $7 billion  to $15  billion, it  was a                                                                    
very  early development  phase and  the  state had  numerous                                                                    
options. Lastly,  he relayed that  it was pretty  unusual at                                                                    
the  development phase  to have  a  very detailed  financial                                                                    
blueprint. He  expounded that  projects typically  took care                                                                    
of  financing during  the FEED  stage  and may  sign at  FID                                                                    
[final  investment  decision]  or sometimes  slightly  after                                                                    
provided the  financing had been agreed  upon. He reiterated                                                                    
that the absence  of a detailed financial  blueprint did not                                                                    
concern them at the time  because it was generally premature                                                                    
at the current stage of development.                                                                                            
                                                                                                                                
1:59:26 PM                                                                                                                    
                                                                                                                                
Mr. Tsafos continued to address the points on slide 3:                                                                          
                                                                                                                                
   · This is the only clean off-ramp that SOA has; failure                                                                      
     to pass this bill means harder to sever ties with TC                                                                       
                                                                                                                                
Mr.  Tsafos elaborated  that if  the state  entered into  an                                                                    
FTSA  with TransCanada  it  would  provide TransCanada  with                                                                    
back-in  rights  in the  event  of  a substantially  similar                                                                    
project in the event of  a termination. The current off-ramp                                                                    
was the  only time  the state  could sever  the relationship                                                                    
cleanly. He continued with slide 3:                                                                                             
                                                                                                                                
   · Not having Alaska Gasline Inducement Act (AGIA) makes                                                                      
     a big difference in SOA calculations                                                                                       
   · Non-alignment   in   voting   and   non-visibility   of                                                                    
     information undermine original case for TC in AK LNG                                                                       
                                                                                                                                
Mr. Tsafos  expounded that the decision  making the previous                                                                    
year had  been in some ways  done under the "cloud  of AGIA"                                                                    
and  the leverage  of  the two  parties  had been  different                                                                    
because  of  AGIA.  He  discussed  the  final  point  above;                                                                    
enalytica  believed   that  if  they  were   true  it  would                                                                    
seriously   undermine  the   original  case   for  including                                                                    
TransCanada in the AKLNG project.                                                                                               
                                                                                                                                
Mr. Tsafos  remarked that it was  not clear the state  had a                                                                    
large  set  of  compelling   options  and  alternatives.  He                                                                    
referred  to  testimony  the previous  day  by  Vincent  Lee                                                                    
[director of  major projects development,  TransCanada] that                                                                    
TransCanada would likely  vote no at the  December 4 meeting                                                                    
if  the legislation  was  not passed.  He  relayed that  the                                                                    
presentation  would focus  on the  financial  case that  had                                                                    
been made by  the administration. He stated that  he and Mr.                                                                    
Mayer largely  agreed with the  numbers, but they  wanted to                                                                    
provide further  detail on the assumptions  behind the data.                                                                    
Secondly, enalytica  believed the  decision should  focus on                                                                    
strategic,  not financial  considerations.  He relayed  that                                                                    
they would  discuss why it  was not obvious at  present that                                                                    
the  absence of  TransCanada  would make  a huge  difference                                                                    
financially.  He  and  Mr. Mayer  intended  to  address  the                                                                    
implications of terminating  the agreement with TransCanada.                                                                    
For example,  if TransCanada was  not around to  advance the                                                                    
state's interests in certain ways  a new plan to advance the                                                                    
state's interests was needed.                                                                                                   
                                                                                                                                
2:03:45 PM                                                                                                                    
                                                                                                                                
Mr.  Mayer turned  to slide  4  titled "Admin  Case: Is  the                                                                    
Financial  Upside Truly  Compelling?" The  slide focused  on                                                                    
two key  statements frequently  made by  the administration,                                                                    
which  enalytica did  not dispute,  but wanted  to put  into                                                                    
context. He referred to the statements:                                                                                         
                                                                                                                                
     "The State could potentially achieve up to $400                                                                            
     million incremental annual cash flows, based on the                                                                        
     State's expected lower cost of capital."                                                                                   
                                                                                                                                
     "Under all scenarios of State credit rating downgrade                                                                      
     down to A-A3, the State cost of debt remains below the                                                                     
     TC cost of capital."                                                                                                       
                                                                                                                                
Mr.   Mayer   noted   that   enalytica   agreed   with   the                                                                    
administration that it was necessary  to look at the cost of                                                                    
financing  in  a success  and  failure  case. In  a  project                                                                    
failure  scenario, he  believed  it  was fairly  unambiguous                                                                    
that the  cost of financing  to the state  was significantly                                                                    
less  without TransCanada.  He remarked  that in  a scenario                                                                    
where TransCanada  financed the state's share,  the interest                                                                    
rate  the  state would  pay  on  all costs  TransCanada  was                                                                    
currently incurring would be 7.1  percent; it would be fixed                                                                    
at 7.1 percent until FID.  He stated that the expenses could                                                                    
currently be  met by the  state from its assets  and bonding                                                                    
capacity; the  state was currently AAA  rated sovereign that                                                                    
could  raise  debt  very  cheaply if  desired.  He  did  not                                                                    
believe there  was any question  that financing  the project                                                                    
on its own was a cheaper option for the state.                                                                                  
                                                                                                                                
Mr.  Mayer  addressed  a  project  success  case.  Enalytica                                                                    
agreed with the administration that  it was very hard to see                                                                    
a  case in  which the  state  could be  better off  strictly                                                                    
financially through  the TransCanada deal. He  believed that                                                                    
at  best it  was  a  wash. Enalytica  also  believed it  was                                                                    
important not  to oversell the  strictly financial  case and                                                                    
that  some of  the  statements the  administration had  made                                                                    
about up to $400 million  in additional cash flows needed to                                                                    
be contextualized.  He relayed  intent to  come back  to the                                                                    
slide later in the presentation.                                                                                                
                                                                                                                                
2:07:40 PM                                                                                                                    
                                                                                                                                
Mr.  Mayer   moved  on   to  slide   5  and   addressed  the                                                                    
administration's  modelling  that  showed  the  state  could                                                                    
receive up to  $360 million in additional  annual cash flows                                                                    
without TransCanada.  He relayed that the  modelling did not                                                                    
necessarily  compare  apples  to apples;  an  additional  $2                                                                    
billion  in  upfront investment  would  be  required by  the                                                                    
state.  The basic  idea underlying  the model  was that  the                                                                    
investment that was otherwise taken  by TransCanada would be                                                                    
financed 70 percent debt/30 percent  equity by the state; 30                                                                    
percent of $7 billion equaled  $2 billion. He continued that                                                                    
if  the state  assumed a  5 percent  cost of  debt it  would                                                                    
receive around  $360 million in  annual cash  flow depending                                                                    
on  the assumptions.  He  furthered that  on  a net  present                                                                    
value  basis it  was  worth slightly  over  zero to  greater                                                                    
amounts depending on the discount  rate. He stressed that it                                                                    
was important to use a  commercial discount rate in weighing                                                                    
the  time value  of money.  He intended  to discuss  how the                                                                    
lower  annual  cash   flows  shown  on  slide   5  had  been                                                                    
determined.                                                                                                                     
                                                                                                                                
Representative Gara remarked that  Black and Veatch had also                                                                    
testified  that $2  billion should  be  subtracted from  the                                                                    
amount   [of   additional   revenue   brought   in   without                                                                    
TransCanada participation].                                                                                                     
                                                                                                                                
Mr. Mayer clarified that they  were not trying to contradict                                                                    
Black and Veatch. The intent was to reemphasize the point.                                                                      
                                                                                                                                
2:10:36 PM                                                                                                                    
                                                                                                                                
Mr.  Mayer scrolled  to slide  6 titled  "Cost of  Debt: SOA                                                                    
Cost of  Debt Likely Higher  than Today." He  addressed what                                                                    
it would cost the state  if it were to replace TransCanada's                                                                    
loan  entirely with  debt  and what  rates  the state  could                                                                    
achieve through general obligation  bonding. He relayed that                                                                    
enalytica had  not done  any of its  own analysis;  they had                                                                    
looked  at the  numbers  provided  by FirstSouthwest,  which                                                                    
were used on the chart on  slide 6. He questioned what ratio                                                                    
level could  be reached at  a particular credit  rating when                                                                    
considering  debt  service  as  a  portion  of  unrestricted                                                                    
general  funds at  any given  credit rating.  The idea  that                                                                    
underlay the  chart's assumptions, was that  the state could                                                                    
maintain a AAA  credit rating if its debt  service ratio was                                                                    
5 percent or lower. At a  debt service limit between 5 and 8                                                                    
percent the state could maintain  a AA+ rating; a 10 percent                                                                    
limit would mean  a AA rating, and a 20  percent limit would                                                                    
mean an A rating. He stated  that the model was not based on                                                                    
pessimistic   assumptions;  it   was   based  on   financial                                                                    
projection  of  the  Revenue Sources  Book  from  the  prior                                                                    
spring, which assumed a return to  a per barrel oil price of                                                                    
$110 by 2020  and slightly increasing oil  prices after that                                                                    
time until 2024 where there  would be a flat continuation of                                                                    
revenues. The projection was for the  state to be back to $4                                                                    
billion annual  revenues by the  latter part of  the current                                                                    
decade and  continuing indefinitely. He considered  how much                                                                    
the state could  raise if it had one single  tranche of bond                                                                    
issuance. He  elaborated that the  state had  many financing                                                                    
strategies, but it  would not pay for the  project through a                                                                    
single tranche of bond issuance.  However, if it did finance                                                                    
the project  in that way  and had  to raise $15  billion, it                                                                    
would mean  a credit rating  reduction to A, which  based on                                                                    
the chart would mean an interest rate of 5.34 percent.                                                                          
                                                                                                                                
2:14:15 PM                                                                                                                    
                                                                                                                                
Mr. Mayer relayed  that the interest rates shown  on slide 6                                                                    
also underlay the gray bars in  the chart shown on the right                                                                    
of slide  5. He agreed  that at a  AAA credit rating  it was                                                                    
good to  see that the  state had a  much lower cost  of debt                                                                    
than with  TransCanada. However,  once debt was  raised with                                                                    
either a single issuance or  general obligation bond, it was                                                                    
important to realize  that interest rates in  a success case                                                                    
with TransCanada could be 5.8  percent (based on current 30-                                                                    
year  Treasuries) compared  to  interest  rates for  general                                                                    
obligation bonds of  5.34 to 5.5 percent. He  agreed that it                                                                    
was still  less. He  also relayed  that enalytica  could not                                                                    
see  a case  in  which  it was  worse  than the  TransCanada                                                                    
option  for the  sole reason  that the  financing the  state                                                                    
received  through TransCanada  was  effectively obtained  by                                                                    
providing the  state's full faith  in credit to  the market.                                                                    
He  continued  that if  it  did  not  raise capital  at  the                                                                    
required rate, TransCanada would  always have the ability to                                                                    
leave the project anyway. He  relayed that enalytica did not                                                                    
see  a financial  scenario where  the state  was better  off                                                                    
with TransCanada;  however, there were many  scenarios where                                                                    
the  spread in  the  numbers was  much  narrower than  could                                                                    
appear at first sight.                                                                                                          
                                                                                                                                
Mr. Mayer  returned to the  question of comparing  like with                                                                    
like and what the additional annual revenues in the non-                                                                        
TransCanada case may  look like. He pointed to  the chart on                                                                    
the right  of slide 5 and  relayed that other than  the $360                                                                    
million  all of  the  other numbers  were derived  comparing                                                                    
like with  like (assuming  100 percent debt).  He considered                                                                    
how the  benefit would appear with  no additional investment                                                                    
of  equity  capital  and  how a  number  of  different  debt                                                                    
interest rates would  look. For example, at  a debt interest                                                                    
rate of  5.5 percent, the  state would receive  $130 million                                                                    
in  additional annual  revenue [without  TransCanada] rather                                                                    
than  $400   million.  He  stated   that  it  was   still  a                                                                    
substantial  amount  of  money and  important  to  consider.                                                                    
Additionally,  the  analysis  assumed that  the  TransCanada                                                                    
financing option  would include 7.1 percent  interest during                                                                    
construction and 6.75 percent  during operation. He referred                                                                    
to a bar  graph on the right  of slide 4 and  noted that the                                                                    
comparison  was between  5.8 percent  and  5.34 percent.  He                                                                    
explained  that  in  an  environment  with  higher  Treasury                                                                    
rates,  the  spread would  remain  the  same but  everything                                                                    
would move  up or down.  He relayed that  enalytica believed                                                                    
the  upper limit  of the  benefit would  be $100  million to                                                                    
$130  million if  the state  financed  the project  entirely                                                                    
through general  obligation bonds. He added  that there were                                                                    
scenarios  where they  could imagine  the  benefit would  be                                                                    
less.  He  remarked  that there  had  not  been  significant                                                                    
discussion over the past week  that there had been an equity                                                                    
option  agreement  as part  of  the  deal with  TransCanada.                                                                    
Looking at the situation based  only on financial terms, the                                                                    
exposure could be  reduced by taking back 40  percent to cut                                                                    
the additional expensing by close to half.                                                                                      
                                                                                                                                
                                                                                                                                
2:18:48 PM                                                                                                                    
                                                                                                                                
Mr. Mayer stressed  that he and Mr. Tsafos  did not disagree                                                                    
with   the  numbers   that  had   been   presented  by   the                                                                    
administration, but  they believed  it was important  to put                                                                    
them in  context. Enalytica believed the  financial case was                                                                    
important,  but that  the decision  was  also strategic  and                                                                    
strategic costs  and benefits needed  to be  weighed against                                                                    
the financial case.                                                                                                             
                                                                                                                                
Mr. Tsafos  discussed slide  7 titled  "What's The  Plan: TC                                                                    
Inflection point opens up broader questions":                                                                                   
                                                                                                                                
   · How can SOA best protect its interests in AK LNG?                                                                          
        · No AGDC secondee  in 135-strong project management                                                                    
          team                                                                                                                  
        · Unclear  decision-making   /  division   of  labor                                                                    
          within SOA                                                                                                            
        · AK LNG can back-fill TC exit; can AGDC step up?                                                                       
                                                                                                                                
   · How will SOA ensure expansions / a full pipeline?                                                                          
        · AGDC plan to pursue expansions is unclear                                                                             
        · Need  not just  technical  but chiefly  commercial                                                                    
          expertise                                                                                                             
                                                                                                                                
  · What is the optimal capitalization structure for SOA?                                                                       
        · Should  SOA rely  so heavily  on  debt (e.g.  100%                                                                    
          debt)?                                                                                                                
        · What are the merits of  equity and what form might                                                                    
          it take?                                                                                                              
                                                                                                                                
   · What is SOA's vision for AK LNG?                                                                                           
        · What  if partners  withdraw (strengthens  case for                                                                    
          TC)                                                                                                                   
        · How much do withdrawal  agreements raise risks for                                                                    
          SOA?                                                                                                                  
                                                                                                                                
   Mr. Tsafos noted that the decision before the legislature                                                                    
   was narrower than the list of questions posed on slide 7.                                                                    
   The list was  meant as "food  for thought"  going forward                                                                    
   into the process. He noted that the  project was still at                                                                    
   a very early stage  of development. He remarked  that the                                                                    
   more questions  that could  be considered  up front,  the                                                                    
   better the project outcome  would be. He focused  on four                                                                    
   areas based  primarily  on  testimony. He  remarked  that                                                                    
   enalytica would like to confer with AGDC, but had not yet                                                                    
   had an  opportunity to  do so.  He spoke  to the  project                                                                    
   staffing (the project management team had  135 staff) and                                                                    
   addressed how the  different pieces were  coming together                                                                    
   (i.e. the sponsors group,  management committee, steering                                                                    
   committee, project  management  team)  and the  different                                                                    
   organizations in charge of different things. He asked how                                                                    
   to ensure that  at the highest  level the  sponsors group                                                                    
   set the broad direction for the interest of the state and                                                                    
   that people  down the  chain were  making decisions  that                                                                    
   reinforced the strategic  vision. He  believed it  was an                                                                    
   evolving process.  He reiterated  that the  more everyone                                                                    
   could get comfortable about  where the state  was headed,                                                                    
   the better the outcome for the state would be.                                                                               
                                                                                                                                
   Mr. Tsafos stated that one particular question was framed                                                                    
   by TransCanada. He referred to past discussions on SB 138                                                                    
   and noted  that  one of  the  big  attractions of  having                                                                    
   TransCanada at  the  table was  the  state's belief  that                                                                    
   TransCanada  would  "have  its  back"  when  it  came  to                                                                    
   expansion. The state  and producers  were not  aligned on                                                                    
   the question of expansions; the producers  had a resource                                                                    
   base they would like  to optimally develop and  the state                                                                    
   wanted  to  open  up  the  basin.  Therefore,  the  state                                                                    
   determined that it  would be helpful  to have  someone at                                                                    
   the table  who understood  expansions and  the commercial                                                                    
   terms of putting a pipeline together.                                                                                        
                                                                                                                                
   Mr. Tsafos discussed  that there  had been  a significant                                                                    
   number of discussions  the previous  year related  to the                                                                    
   HOA and the clauses that allowed each party on its own to                                                                    
   trigger an  expansion as  long  as it  did not  adversely                                                                    
   affect the other  parties. Enalytica believed  the former                                                                    
   administration saw  TransCanada  as  helpful  related  to                                                                    
   these clauses and provisions. Relative to  the future, he                                                                    
   questioned how the state would backfill the positions and                                                                    
   expertise TransCanada  had  provided.  He qualified  that                                                                    
   enalytica had  not been  "in the  room" for  the past  18                                                                    
   months and did not  know to what  extent it had  been the                                                                    
   case from the beginning of 2014 to present. He understood                                                                    
   that it was a bit  premature to talk about  how to expand                                                                    
   the pipe that  had not been  built, but he  asserted that                                                                    
   how the  foundation  was set  up  made  a difference.  He                                                                    
   stated that a pipe for one purpose would  be built in one                                                                    
   way, whereas,  a pipe  for a  different purpose  would be                                                                    
   constructed in a different way. The  question was how the                                                                    
   state would be able to do the things that TransCanada was                                                                    
   supposed to do. He restated that he could not say whether                                                                    
   TransCanada had or had not done those things.                                                                                
                                                                                                                                
   Mr. Tsafos spoke to the future when  the project would be                                                                    
   in operation in 2026. The idea  had been that TransCanada                                                                    
   would be the  one talking to  the explorers  to determine                                                                    
   who had gas, how  much they had,  how far they  were from                                                                    
   the pipe,  what it  would cost  to bring  the gas  to the                                                                    
   pipe, and the  tariff the owners  would charge.  The case                                                                    
   was that "they'd like to have more molecules" so let them                                                                    
   find the  explorers to  determine whether  it would  make                                                                    
   sense. He stated that  without TransCanada's involvement,                                                                    
   someone else  would have  to  take on  the  role for  the                                                                    
   state.                                                                                                                       
                                                                                                                                
   2:25:26 PM                                                                                                                 
                                                                                                                                
   Mr. Tsafos  clarified  that it  did  not  mean the  state                                                                    
   needed to hire someone immediately; however,  the need to                                                                    
   begin thinking about the questions was  an implication of                                                                    
   going with  the decision  from a  governance and  project                                                                    
   structure perspective and aligning the different parts of                                                                    
   the state  behind the  goals.  He noted  that  it may  be                                                                    
   necessary for  the state  to  budget for  more people  in                                                                    
   2026.                                                                                                                        
                                                                                                                                
   Mr.  Tsafos  addressed  that  it  was  currently  a  good                                                                    
   opportunity to  begin  talking  more  about  the  state's                                                                    
   financing structure.  He  considered  whether  the  state                                                                    
   should rely on 100 percent debt. He  stated that debt and                                                                    
   leverage would expose the  state to more  volatility. For                                                                    
   example, if a  person put  zero percent  down on  a home,                                                                    
   most of their  rent would  go to  the bank.  He explained                                                                    
   that in no  way did the  question change the  decision on                                                                    
   TransCanada, but  it was  part of  the conversation  that                                                                    
   enalytica believed  would be  helpful to  have about  the                                                                    
   optimal  capitalization  structure  for  the  state.  For                                                                    
   example, he questioned whether the state want to go heavy                                                                    
   on debt or think  about equity options. He  detailed that                                                                    
   if the state did  want to think about  equity options, it                                                                    
   may be hard in seven years to write  a $10 billion equity                                                                    
   check; however, if  the state  knew it  had to  write the                                                                    
   check in  the future,  it  may do  things  at present  to                                                                    
   prepare.                                                                                                                     
                                                                                                                                
   Mr. Tsafos  addressed the  final  points on  slide 7  and                                                                    
   remarked that how the state made the decisions ultimately                                                                    
   depended on where it wanted to end  up. He discussed that                                                                    
   it appeared that the  state was heading down  the path of                                                                    
   terminating the  agreement with  TransCanada, but  at the                                                                    
   same  time   there   was   discussion  about   withdrawal                                                                    
   agreements  where  if  one  or  two  parties  decided  to                                                                    
   withdraw from  the  project, it  would  be  nice to  have                                                                    
   TransCanada around  because it  was the  kind of  company                                                                    
   that would like to invest in  infrastructure. He spoke to                                                                    
   the  importance  of  aligning   the  individual  detailed                                                                    
   decisions with  the broad  strategic question.  Enalytica                                                                    
   believed it was important  for the state to  have as many                                                                    
   conversations as  possible about  how  to align  decision                                                                    
   making at present  in order to  influence where  it ended                                                                    
   up.                                                                                                                          
                                                                                                                                
   2:29:16 PM                                                                                                                 
                                                                                                                                
   Mr. Mayer  stated that  when thinking  about the  state's                                                                    
   options, he  was  reminded  of Representative  Kawasaki's                                                                    
   question in a previous meeting about  whether the current                                                                    
   situation with  TransCanada  was a  messy  divorce or  an                                                                    
   amicable dissolution. He  stated that based  on testimony                                                                    
   it was an amicable dissolution on  all sides. He remarked                                                                    
   that "we'd like to keep it that way." He reasoned that in                                                                    
   current  times   when  two   people   want  an   amicable                                                                    
   dissolution, by in large  they were typically  not forced                                                                    
   to stay together. He  believed the current  situation was                                                                    
   similar.  He   reasoned   that   perhaps  some   of   the                                                                    
   conversation was academic.  He referred to  the questions                                                                    
   on slide 7  and relayed that  enalytica wanted  people to                                                                    
   start thinking about the  degree of capability  the state                                                                    
   required to  truly defend  its interests  in the  project                                                                    
   going forward.                                                                                                               
                                                                                                                                
   Mr.  Mayer  detailed  that  ExxonMobil  and  the  project                                                                    
   leadership had  communicated  that  the project  schedule                                                                    
   would not slip if TransCanada was  no longer involved. He                                                                    
   stated that it would also be nice if the state had enough                                                                    
   of its  own employees  involved  in the  project that  it                                                                    
   could independently reach  the conclusion for  itself. In                                                                    
   particular, enalytica  did  not  have any  great  concern                                                                    
   about the  project's  ability  to  proceed  in  terms  of                                                                    
   optimization and  development  of  the existing  resource                                                                    
   base (the state had three strong partners that could move                                                                    
   the project forward), but they wanted  to ensure that the                                                                    
   state  had  the  capability  to  express  differences  of                                                                    
   strategic interest.  He  referred  to  recent  discussion                                                                    
   related to a  42-inch versus a  48-inch pipeline  and the                                                                    
   merits of each. He stated that it played  itself out on a                                                                    
   detailed level in every possible discussion that occurred                                                                    
   around the  project. He  addressed the  minute sizing  of                                                                    
   different components  of the  liquefaction trains  of the                                                                    
   gas  treatment   plant  and   the  future   capacity  for                                                                    
   debottlenecking of trains. He  continued that it  was not                                                                    
   always a  foregone conclusion  that the  state's interest                                                                    
   would align  perfectly with  the producers'  interests on                                                                    
   some of  the questions.  Therefore, it  would be  crucial                                                                    
   that  the  state  had  people  at   every  level  of  the                                                                    
   organization deeply integrated and working  on the issues                                                                    
   to understand  the technical  and commercial  backgrounds                                                                    
   and how the state's strategic interests play out in terms                                                                    
   of agreements  that govern  expansion terms  down to  the                                                                    
   minute details of the sizing of individual components. He                                                                    
   urged the legislature and others involved  to think about                                                                    
   the organization and what it looked like.                                                                                    
                                                                                                                                
   2:32:59 PM                                                                                                                 
                                                                                                                                
   Co-Chair  Neuman  commented  that   the  information  and                                                                    
   conversation around  slide  7  had  been  beneficial.  He                                                                    
   remarked that in the  past Mr. Tsafos had  stated that if                                                                    
   or when a project  went to FEED  that it would be  a very                                                                    
   good sign because most projects that made  it to the FEED                                                                    
   stage ultimately  moved forward.  He  wondered about  Mr.                                                                    
   Tsafos' opinion on  what it meant  that some of  the work                                                                    
   plan and budget  for the AKLNG  project would  move money                                                                    
   from FEED into pre-FEED. He stated that there had been an                                                                    
   expansion of the time and request  for funds. He wondered                                                                    
   if the situation was typical of a project like AKLNG.                                                                        
                                                                                                                                
   Mr. Tsafos answered  that when he  looked at  the project                                                                    
   with a cost range  publicly quoted of $45  billion to $65                                                                    
   billion, he believed  where the project  ended up  in the                                                                    
   price range was  the most  important question  that would                                                                    
   determine the viability of the project. He stated that if                                                                    
   the project was closer to $65 billion  it would be tough,                                                                    
   but if it was  closer to $45 billion  something could get                                                                    
   done. He relayed that it  would not be possible  to get a                                                                    
   better  number  until   the  pre-feasibility   study  was                                                                    
   finished. He emphasized that it was a very serious effort                                                                    
   by the project sponsors. He referred  to the $694 million                                                                    
   pre-feasibility budget and relayed that  10 years earlier                                                                    
   there were  LNG  projects  that  had  been built  for  $1                                                                    
   billion. He believed  that it spoke  to how  important it                                                                    
   was for  the project  sponsors (including  the state)  to                                                                    
   feel comfortable that  the project could  be economically                                                                    
   viable. In  that  context,  he  thought of  the  specific                                                                    
   question of shifting  some of the  FEED work to  the pre-                                                                    
   FEED stage. He stated  that the project may  get to FEED,                                                                    
   which was  a  $1.5 billion  to  $2  billion decision.  He                                                                    
   elaborated that one did  not gamble on an  amount of that                                                                    
   significance. He  stressed  that it  was  a very  serious                                                                    
   decision  that  required  being   comfortable  about  the                                                                    
   technical,  regulatory,   and   commercial  aspects.   He                                                                    
   believed it was an effort by the project to bring forward                                                                    
   some work streams and reduce the level of uncertainty and                                                                    
   risk in order to get to the end of  FEED at a much better                                                                    
   decision  point.  In  some  ways  he  believed  that  the                                                                    
   shifting of  costs  reflected  the  challenges  facing  a                                                                    
   project, but it also provided comfort  that when pre-FEED                                                                    
   was concluded it would be much  clearer where the project                                                                    
   stood. At that point, he would take it as a very positive                                                                    
   step if the  state and its  partners elected to  take the                                                                    
   project to its  next stage; it  would mean  that everyone                                                                    
   involved had done substantial work and the willingness to                                                                    
   continue on  to the  next  stage would  be a  significant                                                                    
   milestone for the project.                                                                                                   
                                                                                                                                
   2:36:58 PM                                                                                                                 
                                                                                                                                
   Co-Chair Neuman asked  if the costs  included in  HB 3001                                                                    
   were in line with similar projects. He had heard comments                                                                    
   that the costs were not low or high enough.                                                                                  
                                                                                                                                
   Mr. Tsafos replied that broadly speaking,  the costs were                                                                    
   in line.  He furthered  that people  in the  oil and  gas                                                                    
   business were paid  well and if  the state wanted  the "A                                                                    
   team," it  meant the  state  would need  to  pay for  the                                                                    
   expertise. He  relayed  that  it  was  not  uncommon  for                                                                    
   individuals  working  in  the  industry  in  cities  like                                                                    
   Houston, Singapore, or London to hop jobs for substantial                                                                    
   salary increases. He elaborated  that experts in  the oil                                                                    
   and gas industry were  paid serious amounts of  money. He                                                                    
   stated that  salaries  in  excess  of $200,000  were  not                                                                    
   uncommon. He furthered that an LNG marketing position was                                                                    
   a very specific type  of expertise where the  state would                                                                    
   want people to have gained expertise in serious marketing                                                                    
   organizations. He  saw the  AKLNG costs  as "par  for the                                                                    
   course." He hoped that Alaska was willing  to pay to have                                                                    
   the  best   people  represent   its   interests  in   the                                                                    
   negotiations. He  stated  that  most  sovereigns  got  to                                                                    
   negotiate with one  of the partners  and found  it tough;                                                                    
   whereas, the state had  to negotiate with three  of them.                                                                    
   He relayed the negotiation would be  very complex and the                                                                    
   state should expect to spend money to have the ability to                                                                    
   defend its interests upfront.                                                                                                
                                                                                                                                
   2:39:34 PM                                                                                                                 
                                                                                                                                
   Co-Chair  Neuman  discussed  that  Mr.  Tsafos  had  also                                                                    
   mentioned the value to  the state as it  moved into FEED;                                                                    
   that generally if a  project moved to FEED  it would move                                                                    
   forward. He  reasoned  that it  had  value  to the  state                                                                    
   because it there may  be entities that wanted  to partner                                                                    
   with the state. He referenced slide  4 related to various                                                                    
   scenarios of state debt  and credit ratings. He  spoke to                                                                    
   the value of the  high likelihood that the  gasline would                                                                    
   move forward,  which  would  add substantial  amounts  of                                                                    
   money back into the state's budget at a  time when it was                                                                    
   looking to expand its revenue base. He asked if the value                                                                    
   had been taken into consideration in the data on slide 4.                                                                    
                                                                                                                                
   Mr. Tsafos replied  that the figures  on slide 4  did not                                                                    
   incorporate  a  dilution  of  the  state's  interest.  He                                                                    
   discussed that  value  was  generated  as a  project  was                                                                    
   developed. He explained that in a  successful project, if                                                                    
   an entity wanted  to join the  project in 2017,  2018, or                                                                    
   2019, it  would  have  to  pay  hundreds of  millions  or                                                                    
   billions of  dollars depending  on the  share they  took.                                                                    
   Usually  when  entities   came  in   at  that   level  of                                                                    
   development they were paying the expenses incurred by the                                                                    
   project and  a discounted  future cash  flow of  expected                                                                    
   project earnings.  He explained  that under  the scenario                                                                    
   the state would be cashing out a little  of the value. He                                                                    
   detailed that  instead  of  maintaining  its  25  percent                                                                    
   share, the  state  could  reduce  its  risk  slightly  by                                                                    
   bringing in another  partner and  potentially make  a few                                                                    
   billion dollars at the point it needed. He furthered that                                                                    
   it was not something the state would necessarily capture;                                                                    
   the value would be unrealized unless the state sold down.                                                                    
   He continued that it would enlarge  the options the state                                                                    
   had to finance its share  of the project, but  it was not                                                                    
   something that could be captured as part of the financial                                                                    
   baseline. However, if in five years  the state elected to                                                                    
   decrease its ownership from  25 to 20 percent,  the value                                                                    
   could be determined. He  elaborated that the  state would                                                                    
   have a large cash inflow at that time and would have less                                                                    
   expenditure and less revenue going forward because of the                                                                    
   reduced ownership percentage.                                                                                                
                                                                                                                                
   Co-Chair Neuman asked if it would  be advantageous to the                                                                    
   state in terms of  the state's credit rating.  Mr. Tsafos                                                                    
   believed Wall Street and all financial institutions would                                                                    
   look at  the forecasted  revenue  and how  far along  the                                                                    
   project was,  when evaluating  the state's  credit rating                                                                    
   and credit  health.  He expounded  that  if the  entities                                                                    
   believed the project would be successful,  in a good cost                                                                    
   environment with good revenues,  they would take  it into                                                                    
   consideration.                                                                                                               
                                                                                                                                
   2:43:02 PM                                                                                                                 
                                                                                                                                
   Co-Chair Neuman  stated that  members of  the legislature                                                                    
   had concerns  about  future projects  in  Alaska and  the                                                                    
   state's ability  to  bond.  Knowing  that the  option  to                                                                    
   reduce the state's ownership and bring in another partner                                                                    
   was a value he understood. He asked  if the producers had                                                                    
   value in partnering with the state.  He remarked that the                                                                    
   state also  happened  to be  the  entity responsible  for                                                                    
   permitting and regulations.                                                                                                  
                                                                                                                                
   Mr. Mayer  responded  that there  was  value to  everyone                                                                    
   involved having  the state's  involvement. He  elaborated                                                                    
   that it  was particularly  the case  when looking  at the                                                                    
   entire  history  of  the  North  Slope  and  Trans-Alaska                                                                    
   Pipeline System (TAPS)  and the  long history  of dispute                                                                    
   and litigation over the  asset. A big part  of the reason                                                                    
   for the current  structure was  to avoid  building things                                                                    
   according to  one set  of interests  and instead  to have                                                                    
   alignment between partners from the outset  and to create                                                                    
   value for everyone involved  in the same way.  He believe                                                                    
   it was particularly  important because ultimately  no one                                                                    
   could do anything  in sovereign jurisdiction  without the                                                                    
   full support  of  the  sovereign;  in  the  case  of  the                                                                    
   project, the sovereign had full support  and was actively                                                                    
   involved and  generating value  from the  project in  the                                                                    
   same way the companies were.                                                                                                 
                                                                                                                                
   Co-Chair Neuman believed that HB 4 [legislation passed in                                                                    
   2013  related   to   the   Alaska   Gasline   Development                                                                    
   Corporation and  the  Regulatory  Commission  of  Alaska]                                                                    
   instructed  state   agencies  (DNR   and  Department   of                                                                    
   Environmental Conservation) to expedite  permits received                                                                    
   from the project.  He believed  it would  be a  value and                                                                    
   probably considered on AKLNG.                                                                                                
                                                                                                                                
   Co-Chair Thompson thanked  the presenters for  their work                                                                    
   and perspective. He was excited that three of the largest                                                                    
   oil companies  wanted  make  money  on  the  project.  He                                                                    
   reasoned that if the other companies  made money it meant                                                                    
   the state would make money in its 25 percent ownership as                                                                    
   well. He believed that by FID the state would know if the                                                                    
   project  was  going  to  make  some  money.  He  was  not                                                                    
   concerned about  the  financing  because he  believed  it                                                                    
   would come  along  easily  if  the project  reached  that                                                                    
   point. His  concern  was  the  alignment with  the  three                                                                    
   producers and the state, as well  as the alignment within                                                                    
   the state itself. For example, he was concerned about not                                                                    
   knowing who would take  over for TransCanada. He  did not                                                                    
   know whether it would be DNR or AGDC and which entity had                                                                    
   the most expertise. Additionally, there was  the issue of                                                                    
   determining the  state's decision  making.  He asked  the                                                                    
   presenters how  they  saw the  state  moving forward.  He                                                                    
   wondered  if   the  project   would  be   jeopardized  by                                                                    
   indecision from the administration.                                                                                          
                                                                                                                                
   2:46:41 PM                                                                                                                 
                                                                                                                                
   Mr. Mayer  reiterated that  to truly  pursue the  state's                                                                    
   interests as  best  as  possible  would be  a  monumental                                                                    
   effort  that   would  require   an  enormous   amount  of                                                                    
   capability  and  alignment   within  the   state  between                                                                    
   entities such  as DOR  and AGDC.  He detailed  that there                                                                    
   needed to be a  very clear commercially  driven strategic                                                                    
   picture of what the state's interests  are and where they                                                                    
   differed from the producers  and how to secure  the right                                                                    
   high   level   agreements   (particularly    related   to                                                                    
   expansion). He continued that  there would need to  be an                                                                    
   ability  to  take  the  high   level  considerations  and                                                                    
   commercial interests  and imbed  them  in the  governance                                                                    
   agreements and at  every level  of the  implementation of                                                                    
   the project. For  example, there  could be  key decisions                                                                    
   made  on   sizing   of   different  components   of   the                                                                    
   liquefaction trains or the GTP trains  and there would be                                                                    
   a particular cost-benefit analysis if a  party was trying                                                                    
   to monetize the existing resource base,  but there may be                                                                    
   a  different  analysis   if  the  concern   was  ensuring                                                                    
   debottlenecking expansion  capability.  Alignment of  the                                                                    
   items was also important  to drive down project  cost and                                                                    
   risk; at  the same  time maintaining  a clear  commercial                                                                    
   strategic interest  for the  state.  He believed  parties                                                                    
   were justified  in  emphasizing  the  importance  of  the                                                                    
   concepts in particular the coordination  across all state                                                                    
   entities involved in the project.                                                                                            
                                                                                                                                
   2:49:25 PM                                                                                                                 
                                                                                                                                
   Mr. Tsafos  expounded on  the conversation.  He expressed                                                                    
   his appreciation  for  a  slide  presented by  AGDC  that                                                                    
   outlined the decision  making of  the project.  The chart                                                                    
   included the  project  management  team headed  by  Steve                                                                    
   Butt, which reported  to the project  steering committee,                                                                    
   which  reported  to   the  management   committee,  which                                                                    
   reported to  the  sponsors  committee. Additionally,  the                                                                    
   chart  had  included  bullet  points  outlining  who  was                                                                    
   responsible for what.  He believed  the clarity  shown in                                                                    
   the chart was needed in order to develop a project of the                                                                    
   magnitude of AKLNG.  He stressed that  the project  was a                                                                    
   massive  undertaking.   He   remarked  on   communication                                                                    
   challenges he  had  experienced in  teams  of  10 in  one                                                                    
   location. He  asked  the  committee  to think  about  the                                                                    
   project that involved multiple cities, organizations, and                                                                    
   hundreds of millions of dollars. He  stressed that it was                                                                    
   a monumental task organizationally for  anyone. He stated                                                                    
   that the project was a work in  progress, "but the closer                                                                    
   you can aspire  to that,  I think  the better  off you're                                                                    
   going to be."                                                                                                                
                                                                                                                                
   Co-Chair Neuman  stated that  the committee  had seen  an                                                                    
   organizational chart  of  the  State  of Alaska  and  the                                                                    
   project  management  team.   He  asked  if   the  state's                                                                    
   assurances that the  project would stay  on track  and on                                                                    
   budget was fortified by the existence of the professional                                                                    
   management team that  included the three  major producers                                                                    
   making decisions  on what  had to  be done  and what  got                                                                    
   spent.                                                                                                                       
                                                                                                                                
   Mr. Tsafos replied that he generally  took comfort by the                                                                    
   number of people  and the competency  of the  people that                                                                    
   the project management team consists of.  For example, it                                                                    
   was obvious that someone like Steve  Butt was coming from                                                                    
   very clear goals and objectives. He  emphasized the large                                                                    
   size of the project; 800 miles of pipe and a liquefaction                                                                    
   facility. He stated that  it would be tough  for everyone                                                                    
   due to  the difficulty  of the  project. He  believed the                                                                    
   state should  take  comfort  that  the people  trying  to                                                                    
   "crack the code" were  some of the best  in the industry.                                                                    
   Additionally, he  believed each  of  the project  players                                                                    
   took comfort that the other players were involved because                                                                    
   they could feed off  of each other and  benefit from each                                                                    
   other's expertise. He believed  it was a major  asset for                                                                    
   the project. He remarked that Mr. Butt  liked to say that                                                                    
   there was  no  single person  with  all  of the  required                                                                    
   expertise for the  GTP, pipe, and  LNG because  a similar                                                                    
   project had not been done before.                                                                                            
                                                                                                                                
   2:53:04 PM                                                                                                                 
                                                                                                                                
   Co-Chair  Thompson  noted  that  SB  138  gave  AGDC  the                                                                    
   authority to take over the project  work that TransCanada                                                                    
   was currently doing. He  remarked that AGDC did  not have                                                                    
   employees on the  135-person project management  team. He                                                                    
   wondered if that showed a lack  of expertise. He wondered                                                                    
   if AGDC would  have employees with  the knowledge  to get                                                                    
   involved.                                                                                                                    
                                                                                                                                
   Mr. Tsafos replied that he had heard the explanation from                                                                    
   AGDC in front of  the House Finance Committee  and in the                                                                    
   Senate. He stated that  there was no reason  to doubt the                                                                    
   explanation that  at the  time of  the openings  AGDC had                                                                    
   been focused on  the ASAP  [Alaska Stand  Alone Pipeline]                                                                    
   gasline and had not  been able to bid  for the positions.                                                                    
   He stated that he  did not have knowledge  of the resumes                                                                    
   from those at AGDC and  could not speak to  the number of                                                                    
   positions the agency  could fill and  who could  fill the                                                                    
   positions. Enalytica  had  heard  a  number of  names  of                                                                    
   people with  impressive  resumes,  but had  no  firsthand                                                                    
   knowledge of their  expertise. He  relayed that  he would                                                                    
   take comfort if  there were a  few AGDC employees  on the                                                                    
   project management team after a few  months. He continued                                                                    
   that it was important to ensure that at the micro-project                                                                    
   level there were  people who  could keep  the information                                                                    
   flowing at all levels to ensure the state's interest.                                                                        
                                                                                                                                
   Mr. Mayer elaborated  that the role  AGDC needed  to take                                                                    
   was greater than what it had  been initially assigned; it                                                                    
   had a  new level  of challenge  to  rise to  in order  to                                                                    
   effectively advance the state's interests in the project.                                                                    
   He reasoned that if  AGDC was not capable  of that, there                                                                    
   were three  very strong  producers that  would produce  a                                                                    
   great project. However, the question would  remain on how                                                                    
   effectively the state  would be represented.  He remarked                                                                    
   that a person  would not expect  AGDC to  completely fill                                                                    
   the role, given that the role had not been handed to AGDC                                                                    
   as of  yet.  He  was hoping  to  sit  down with  AGDC  to                                                                    
   understand its  thought  processes  more  thoroughly.  He                                                                    
   explained  that  seeing  a  clear  assessment  of  AGDC's                                                                    
   current capabilities, the  required capabilities  for the                                                                    
   new role,  and  how it  would  acquire the  capabilities,                                                                    
   would provide reassurance.                                                                                                   
                                                                                                                                
   2:56:57 PM                                                                                                                 
                                                                                                                                
   Vice-Chair Saddler  clarified  for  the  benefit  of  the                                                                    
   public that the decision  facing the legislature  was not                                                                    
   to authorize  construction of  an LNG  line, which  would                                                                    
   occur at FID.  The project  was still  in the  process of                                                                    
   developing the information  necessary to make  a decision                                                                    
   to proceed to the next stage. He had  told people that in                                                                    
   order to  win  the  lottery it  was  necessary  to buy  a                                                                    
   ticket. He  explained  that the  current  project was  an                                                                    
   expensive lottery and there  was still no surety,  but he                                                                    
   hoped the state  would win. He  stated that  the governor                                                                    
   had expressed  an interest  to  disaggregate the  state's                                                                    
   current partnership  with the  producers and  TransCanada                                                                    
   and to possibly substitute new equity  partners if he did                                                                    
   not  get  the  commitments   to  commit  gas   under  the                                                                    
   withdrawal agreements  he was  currently negotiating.  He                                                                    
   asked how  TransCanada's  involvement  going forward  may                                                                    
   continue to be valuable in a scenario  in which the state                                                                    
   and three  producers  were  no  longer  the  only  equity                                                                    
   partners or involved at all. He asked  about the risks to                                                                    
   project success without TransCanada.                                                                                         
                                                                                                                                
   Mr. Tsafos  offered that  he hoped  the odds  were better                                                                    
   than  the  lottery.  He  first  addressed  the  risks  of                                                                    
   success. He stated that TransCanada had clearly brought a                                                                    
   significant number  of assets,  people, and  expertise to                                                                    
   the table.  He  had  no  independent  way to  verify  the                                                                    
   argument that the producers and the  state could backfill                                                                    
   the  expertise;  however,   he  believed  it   was  quite                                                                    
   possible. He believed  it was  possible that  state could                                                                    
   end up with the  exact same costs or  perhaps TransCanada                                                                    
   could have  made some  contributions down  the line  that                                                                    
   would have led to a  lower cost or a  less risky project.                                                                    
   He stated that it was unknowable at  the present time. He                                                                    
   remarked on  the assumption  that if  the state  had very                                                                    
   smart people working  with it that  a better  outcome may                                                                    
   develop; however, it  was not possible  to know  what the                                                                    
   state would be giving up  without TransCanada's continual                                                                    
   engagement in the project.                                                                                                   
                                                                                                                                
   Mr. Tsafos  continued  to  address  Vice-Chair  Saddler's                                                                    
   questions.  He   addressed   the   issue  of   withdrawal                                                                    
   agreements. In the possibility  that the state  reached a                                                                    
   point  of  agreement  with  the  producers  that  if  the                                                                    
   producers did not want  to proceed with the  project, the                                                                    
   governor wanted the state to have  two different options.                                                                    
   First, for  the  producers  to  sell  their  gas  at  the                                                                    
   wellhead  to  presumably  the  state.   Second,  for  the                                                                    
   producers to  toll their  gas through  the infrastructure                                                                    
   that someone else would construct. In  the event that one                                                                    
   of the  producers did  not  want to  participate and  the                                                                    
   state wanted to  build infrastructure that  the producers                                                                    
   tolled through, the state  would probably be  looking for                                                                    
   companies  like   TransCanada   that   liked   to   build                                                                    
   infrastructure and charge  tariffs to  get paid  back for                                                                    
   the infrastructure.  He continued  that if  the producers                                                                    
   were no longer interested  in owning or  participating in                                                                    
   the infrastructure,  the  state  would be  searching  for                                                                    
   other parties to fill the role;  large pipeline companies                                                                    
   would  be  one  of  the  obvious  candidates.  Under  the                                                                    
   scenario, it  would  make  sense  to  either  bring  back                                                                    
   TransCanada; he thought it  may be too late  to keep them                                                                    
   in the  project  at  present. He  stated  that  it was  a                                                                    
   project  structure  where  a  third-party  infrastructure                                                                    
   owner  would  make   sense  to  facilitate   the  project                                                                    
   development.                                                                                                                 
                                                                                                                                
   Mr. Tsafos addressed the  question of buyers  coming into                                                                    
   the project. The  buyers tended to  like to focus  on the                                                                    
   upstream or  the liquefaction.  He  communicated that  he                                                                    
   could not speak about the market's  appetite for taking a                                                                    
   large portion  of  a  GTP and  pipe,  but  it was  fairly                                                                    
   unusual. He  added  that  at  the  current stage  it  was                                                                    
   difficult to say what  that would look like  and what the                                                                    
   implications  would  be  with  or  without  TransCanada's                                                                    
   involvement. Lastly,  there was  a possible  risk to  the                                                                    
   state related to  the agreements.  He elaborated  that at                                                                    
   the end  of the  day  the only  circumstance under  which                                                                    
   ExxonMobil, BP, and ConocoPhillips would sell  gas at the                                                                    
   wellhead was if they determined  that participating fully                                                                    
   in the project was not economic. At that point, the state                                                                    
   would only end up with  the gas if it did  not have quite                                                                    
   as much value or it was harder to monetize. He reiterated                                                                    
   that there were some risks to the  state depending on how                                                                    
   the agreements were developed and what kind of rights and                                                                    
   obligations the different parties had. He relayed that if                                                                    
   the state had a significant amount of  gas and possibly a                                                                    
   slightly larger  piece of  the  pie, it  would likely  be                                                                    
   looking to shed some of the  risk, especially because the                                                                    
   only circumstance under which it may happen would be in a                                                                    
   higher risk project where it was  slightly more difficult                                                                    
   for the economics to work out. He clarified that the only                                                                    
   time the state would be  in the position was if  it was a                                                                    
   difficult position; the producers would not  sell the gas                                                                    
   to the state if they  thought there was tons  of money to                                                                    
   be made  and  would  not let  the  state  make the  money                                                                    
   itself.                                                                                                                      
                                                                                                                                
   3:03:56 PM                                                                                                                 
                                                                                                                                
   Vice-Chair Saddler wondered  if there was  any indication                                                                    
   of whether "that might be the way  this is being tracked,                                                                    
   is to disaggregate the current partnership agreement." He                                                                    
   remarked that enalytica would know the signs, whereas the                                                                    
   legislature would not.                                                                                                       
                                                                                                                                
   Mr. Tsafos responded that  it was not uncommon  to try to                                                                    
   come up  with  a different  structure  if  a project  got                                                                    
   stuck. For  example, if  the state  realized that  one or                                                                    
   more of  the parties  was not  interested in  the current                                                                    
   structure, it  would try  to determine  another structure                                                                    
   that would  work for  everyone.  He continued  that if  a                                                                    
   partner decided  that they  did  not want  to invest  $15                                                                    
   billion into the project, the state could wait, help them                                                                    
   reduce their share,  or offer for  them to remain  in the                                                                    
   upstream only with the risk being taken  on by the state.                                                                    
   He reiterated  that  it was  not  uncommon  to tweak  the                                                                    
   project structure in  order for every  party to  have the                                                                    
   risk/reward   relationship   it   desired.   Specifically                                                                    
   regarding AKLNG, he could not say definitively whether or                                                                    
   not the project was  moving towards a different  path. He                                                                    
   remarked that the state had a set  of interests and there                                                                    
   were different ways to meet those interests. He continued                                                                    
   that the state  was currently part  of the group  and was                                                                    
   making cash calls, which did not indicate to him that the                                                                    
   state was not participating  in the project  as currently                                                                    
   envisioned. He  reasoned that  there were  also occasions                                                                    
   where there  were  statements  made  that looked  like  a                                                                    
   slightly different  project. He  could not  conclude that                                                                    
   there was a very different project structure definitively                                                                    
   being pursued. He believed  there was just  "thinking and                                                                    
   wavering."                                                                                                                   
                                                                                                                                
   3:06:42 PM                                                                                                                 
                                                                                                                                
   Mr. Mayer  agreed  with  Mr.  Tsafos' assessment  in  its                                                                    
   entirety. He relayed  that they  had worked  very closely                                                                    
   with the  administration to  understand  its numbers.  He                                                                    
   particularly appreciated some of the access enalytica had                                                                    
   been given to the state gas team under DNR. He elaborated                                                                    
   that in speaking with  the team, they had  the impression                                                                    
   there were many  very smart and  capable people  who were                                                                    
   making good  progress  down the  HOA  track (that  framed                                                                    
   everything in SB  138) despite difficult  negotiations on                                                                    
   contentious issues.  He stated  that every  now and  then                                                                    
   there were comments made on a higher political level that                                                                    
   were  confusing  and  caused   him  to  wonder   how  the                                                                    
   statements squared [with the current path]. He elaborated                                                                    
   that "we see  these two  things, we  don't know  how they                                                                    
   come together,  we'll see  how  this all  plays out."  He                                                                    
   added that  they had  a huge  amount of  respect for  the                                                                    
   technical capability and commitment of  the teams working                                                                    
   to advance the project under the structure set out by the                                                                    
   legislature.                                                                                                                 
                                                                                                                                
   Vice-Chair Saddler commented that part of the progress of                                                                    
   the current hearings was to determine if there were hang-                                                                    
   ups in  the process  that militate  towards changing  the                                                                    
   structure. He had not  seen evidence that  TransCanada or                                                                    
   the producers were  holding things  up. He  was uncertain                                                                    
   where the hang-ups were and why they existed.                                                                                
                                                                                                                                
   3:08:43 PM                                                                                                                 
                                                                                                                                
   Representative Edgmon remarked that it seemed apparent to                                                                    
   him  that  in  the  process  it   was  possible  to  have                                                                    
   organizational clarity and confusion  with the leadership                                                                    
   hierarchy at the same time. As a  policy maker, he wanted                                                                    
   to do  everything  he  could  to  make sure  that  Alaska                                                                    
   received  the  best  value  for  the  long-term  business                                                                    
   relationship  required  to   make  the   project  happen;                                                                    
   however, he worried that if the legislature and executive                                                                    
   branch were at odds with each other that  it could have a                                                                    
   detrimental impact  (during  a  period of  low  commodity                                                                    
   prices and  thin  margins) to  a  project  that was  just                                                                    
   getting off the ground. He remarked that it was a concern                                                                    
   that seemed to  build more and  more every day.  He hoped                                                                    
   that when  the  special  session  concluded that  from  a                                                                    
   policy  standpoint,  the  legislature   would  positively                                                                    
   influence the situation in order for Alaska to be unified                                                                    
   when it  exercised its  25 percent  voting rights  in the                                                                    
   future. He believed  it was a  critical component  to the                                                                    
   overall project  going  forward in  lieu  of  all of  the                                                                    
   economic analysis  and the  financial  numbers the  state                                                                    
   would be  party to.  He referred  to Alaska  Oil and  Gas                                                                    
   Conservation Commission's (AOGCC) recent ruling about gas                                                                    
   offtakes and the fact that there  had not been uniformity                                                                    
   amongst producers in terms of the  3.7 billion cubic feet                                                                    
   (bcf) figure  that AOGCC  had ultimately  arrived at.  He                                                                    
   asked the  presenters  to  talk  about  the  decision  in                                                                    
   relation to a commercially  viable project and  a 42-inch                                                                    
   versus a 48-inch pipeline.                                                                                                   
                                                                                                                                
   Mr. Tsafos replied  with detail on  enalytica's evolution                                                                    
   on the  topic. He  addressed the  42-inch versus  48-inch                                                                    
   pipeline. He began  by discussing a  graph showed  by Mr.                                                                    
   Butt to  a Joint  Resources Committee  hearing in  Palmer                                                                    
   related to  the production  profile for  Prudhoe Bay  and                                                                    
   Point Thomson. He  detailed that  the graph  had depicted                                                                    
   that there  was  gas  in the  two  fields  to maintain  a                                                                    
   plateau level for  about 16  to 17  years and  after that                                                                    
   point the  fields would  begin to  decline. He  continued                                                                    
   that if the  desire was to  keep the AKLNG  project going                                                                    
   for  another  10  years  (in  absence   of  an  expansion                                                                    
   scenario), another source  of gas approximately  the size                                                                    
   of Point Thomson would be needed. Before getting into the                                                                    
   details, enalytica's  understanding  had  been  that  the                                                                    
   current design of the 42-inch pipe would have about 1 bcf                                                                    
   per day of additional capacity if  compression was added.                                                                    
   He noted that 1 bcf per day was roughly the size of Point                                                                    
   Thomson. Enalytica  had determined  that  at the  current                                                                    
   design, if  there  were  two  Point Thompsons,  the  pipe                                                                    
   should be able to  meet the state's needs.  He elaborated                                                                    
   that one  field would  be  needed for  expansion and  the                                                                    
   second  would  be  needed  to  backfill  the  decline  in                                                                    
   production from Prudhoe Bay and Point  Thomson after year                                                                    
   16. He relayed that  the viewpoint related to  the macro-                                                                    
   picture.                                                                                                                     
                                                                                                                                
   3:14:42 PM                                                                                                                 
                                                                                                                                
   Mr. Tsafos explained that  he and Mr. Mayer  had begun to                                                                    
   appreciate that to have  the 1 bcf per  day of expansion,                                                                    
   it would  be necessary  to  add a  significant amount  of                                                                    
   compression, which would be costly and use a lot of fuel;                                                                    
   and there would need  to be very good  expansion terms in                                                                    
   the contract. Essentially, the  pipe would have  a little                                                                    
   extra capacity.  He provided  a scenario  were BP  made a                                                                    
   [new field]  discovery. He  questioned whether  under the                                                                    
   scenario the state could offer  the 1 bcf per  day on its                                                                    
   own to a third-party or if BP could decide they wanted to                                                                    
   expand because it was their discovery. He questioned what                                                                    
   the rights  would  be to  use  the extra  1  bcf per  day                                                                    
   related to governance  and economics  (i.e. how  much the                                                                    
   state would contribute  and the economic  implications of                                                                    
   the fuel use).                                                                                                               
                                                                                                                                
   Mr. Mayer believed  it was important  to think  about how                                                                    
   the costs  of expansion  were borne  when thinking  about                                                                    
   governance over expansion.  He stated  that if  there was                                                                    
   substantial  cost   to   the   addition  of   substantial                                                                    
   compression (in  terms  of  capital costs  and  operating                                                                    
   costs -  specifically related  to  fuel), the  governance                                                                    
   terms would determine if the costs were entirely borne by                                                                    
   an expanding  party or  whether others  would contribute.                                                                    
   Some of the tradeoff  would be largely  determinative for                                                                    
   the state in terms of the risk versus reward of a 42-inch                                                                    
   or 48-inch pipeline.                                                                                                         
                                                                                                                                
   3:16:36 PM                                                                                                                 
                                                                                                                                
   Mr. Tsafos believed there  was a question about  how much                                                                    
   expansion was anticipated  and how easy  it would  be. He                                                                    
   relayed that the HOA  had specified that any  party could                                                                    
   basically do whatever  it wanted  as long  as it  did not                                                                    
   adversely impact the other parties. However, when looking                                                                    
   at the "nitty gritty" details, he  questioned whether the                                                                    
   state would  have exactly  those rights,  how the  rights                                                                    
   would be  codified  and  protected,  and  the  costs.  He                                                                    
   relayed  that   in  that   context,   enalytica  had   no                                                                    
   independent view of  the cost/benefit  analysis of  a 42-                                                                    
   inch versus 48-inch line. He stated  that it was apparent                                                                    
   from the governor's AKLNG  project review that  some work                                                                    
   had happened with  numbers including the  payback period,                                                                    
   and it was  not just an  arbitrary reason  for specifying                                                                    
   the administration's  preference for  a 48-inch  line. He                                                                    
   believed it  was  very  positive  that  the  project  had                                                                    
   decided to put  on the extra  cost. He remarked  that the                                                                    
   previous administration [Parnell Administration] had also                                                                    
   felt strongly about the concept in terms of examining the                                                                    
   case for a  48-inch pipe. He  opined that  everyone would                                                                    
   have to wait  to see  what the  commercial pros  and cons                                                                    
   would be. He  did not  have an answer  on that  topic and                                                                    
   noted that the project would save $30 million in pre-FEED                                                                    
   costs if the answer was known at present.                                                                                    
                                                                                                                                
   Mr.  Tsafos   continued   responding  to   Representative                                                                    
   Edgmon's questions, specifically  related to  the Prudhoe                                                                    
   Bay decision and the different parties.  He addressed the                                                                    
   supply  for   the  gas   and  relayed   that  one   party                                                                    
   (ExxonMobil) had a  much larger  chunk of  Point Thomson;                                                                    
   whereas  ConocoPhillips  had  a   much  smaller  exposure                                                                    
   relative to its  ownership in  Prudhoe Bay.  He furthered                                                                    
   that it  was a  significant  question related  to how  to                                                                    
   balance the items, how much flexibility  the state wanted                                                                    
   to offer to Prudhoe Bay, and whether the state wanted the                                                                    
   field to  have the  ability to  "go  to 4.1  or 3.6."  He                                                                    
   believed there was an  effort to make two  streams of gas                                                                    
   balanced over time in a way that everyone was happy with.                                                                    
   He viewed the topic  as part of the  negotiations to make                                                                    
   sure the project came up  with a stream of  gas that both                                                                    
   parties felt  comfortable  about  the two  fields  coming                                                                    
   together. He  continued that  different  parties saw  the                                                                    
   contribution of the two  fields and the  flexibility that                                                                    
   should come  from  each field  differently  due to  their                                                                    
   differing ownership positions in  the assets. He  did not                                                                    
   know  that  it  presented  a  significant  risk  for  the                                                                    
   project; it was just something that  would come naturally                                                                    
   as part of the negotiation process.  He recalled that the                                                                    
   AOGCC ruling determined  that there would  not be  a huge                                                                    
   difference in terms of the ultimate  resource recovery in                                                                    
   either of the  two production scenarios.  He did  not see                                                                    
   the ruling as having a  huge impact on the  amount of gas                                                                    
   produced; the  issue was  more about  the timing  and the                                                                    
   costs.                                                                                                                       
                                                                                                                                
   3:20:21 PM                                                                                                                 
                                                                                                                                
   Representative Wilson remarked on  being asked to  fill a                                                                    
   position for $800,000 and wondered if the state should be                                                                    
   looking at the qualifications of everyone who would be on                                                                    
   the project in AGDC, DOR, DNR, and  DOL. She wondered why                                                                    
   the focus should be only on the one position.                                                                                
                                                                                                                                
   Mr. Tsafos answered that it  made a lot of  sense to look                                                                    
   at all  of the  individuals  the state  team was  putting                                                                    
   forward from AGDC, the departments, and everyone involved                                                                    
   in the process in  order to make  sure the state  had the                                                                    
   best people possible.  He stated  that based  on salaries                                                                    
   made by  former clients  he  did not  think the  $800,000                                                                    
   salary was  an  outrageous ceiling.  He  believed it  was                                                                    
   probably a fair  salary. He  referenced testimony  by the                                                                    
   DNR commissioner  that  the  position would  not  receive                                                                    
   stock options  or  bonuses; it  was  necessary  to use  a                                                                    
   higher base salary in order to  attract individuals [with                                                                    
   expertise] to the  positions in Alaska.  He did  not know                                                                    
   whether the individual that would ultimately be hired for                                                                    
   the position was  worth the  particular amount  of money,                                                                    
   but "to play at this level" it was the type of salary the                                                                    
   state may be  expected to offer.  He did not  believe the                                                                    
   focus should be  solely on that  position. He  thought it                                                                    
   was important to look across the board at the team and to                                                                    
   ensure that the state had the best people for the job. He                                                                    
   believed the principle provided by the project management                                                                    
   team that "the best people play" was a good principle for                                                                    
   the state as well.                                                                                                           
                                                                                                                                
   Representative  Wilson  referred  to   testimony  by  the                                                                    
   presenters and wanted  to ensure that  the state  was not                                                                    
   telling private  industry  that  it  should  expect  more                                                                    
   issues when they were seeking permits than if they became                                                                    
   partners with the state. She did not think the presenters                                                                    
   meant that permitting would  be easier because  the state                                                                    
   was a partner compared to a private  entity wanting to go                                                                    
   through the process.                                                                                                         
                                                                                                                                
   Mr. Mayer clarified that  he and Mr. Tsafos  had not made                                                                    
   any statements  about permitting.  He discussed  that the                                                                    
   state had certain interests and there were certain things                                                                    
   that having a sovereign  involved could make  happen more                                                                    
   easily. One  of the  challenges  of the  project was  the                                                                    
   importance of  differentiating  between  the  sovereign's                                                                    
   role as dispassionate regulator and its  role as resource                                                                    
   owner with  a  commercial  interest.  He  furthered  that                                                                    
   things had  been  put into  place  in the  organizational                                                                    
   structure to try  to make the  division clear,  which was                                                                    
   part of the division  between AGDC and DNR  and even more                                                                    
   so with regulatory agencies like AOGCC.  He detailed that                                                                    
   it was important in any arrangement like  the one at hand                                                                    
   for the  regulatory functions  of  the state  to be  kept                                                                    
   separate from the commercial interests of the state.                                                                         
                                                                                                                                
   3:24:25 PM                                                                                                                 
                                                                                                                                
   Representative Wilson commented that she did  not want to                                                                    
   send the wrong message  and hoped the  state's permitting                                                                    
   was "right on and quick" no matter  who the applicant is.                                                                    
   She asked  how advantageous  it would  have been  for the                                                                    
   administration to  bring  the  current issue  before  the                                                                    
   legislature versus back in May when  "we've heard kind of                                                                    
   everything started  going south."  She remarked  that the                                                                    
   legislature had been in special session  in May and June.                                                                    
   She wondered  about  the  advantages  to  addressing  the                                                                    
   issues currently  versus in  May. She  remarked that  the                                                                    
   state was currently up against a  timeline, but would not                                                                    
   have been in May. She asked if  the presenters would have                                                                    
   elected to address the issue earlier if  they were in the                                                                    
   situation.                                                                                                                   
                                                                                                                                
   Mr. Mayer responded that it took time to do the analysis.                                                                    
   He detailed that a new administration had  come in at the                                                                    
   end of  2014  and had  faced  a  legislative session  and                                                                    
   working to  understand the  enormous complexities  of the                                                                    
   AKLNG project.  Under  the scenario  someone  new to  the                                                                    
   issues may  come  in  questioning  some aspects  and  not                                                                    
   others and may try  to get more detail.  Additionally, in                                                                    
   any new  administration  there  were early  struggles  of                                                                    
   determining  who   was   doing   what,  the   appropriate                                                                    
   structure, and  the interests  that  are represented.  He                                                                    
   explained that it took  time to figure those  things out.                                                                    
   He continued  that from  an analytical  and dispassionate                                                                    
   perspective it took time to staff up, to hire consultants                                                                    
   and internal  resources,  and  to think  about  available                                                                    
   options. He stated that  the current time was  always the                                                                    
   critical point under the agreements when a decision would                                                                    
   be required on  signing the Firm  Transportation Services                                                                    
   Agreement (FTSA)  or  not;  in  that sense,  the  current                                                                    
   timing was logical.  He stated that  it would be  nice if                                                                    
   numerous agreements could be addressed  presently, but it                                                                    
   was completely understandable that they took time and had                                                                    
   intractable issues involved.                                                                                                 
                                                                                                                                
   Representative Wilson  believed  the  question should  be                                                                    
   directed to  Ms.  Pitney.  She  stated  that it  was  her                                                                    
   understanding that a decision had been made and there had                                                                    
   been a state of transition ever since. She opined that it                                                                    
   would have been  nicer to address  the issues  before the                                                                    
   budget had  been closed  out; the  money would  have been                                                                    
   allocated at that point versus at present.                                                                                   
                                                                                                                                
                                                                                                                                
   3:27:09 PM                                                                                                                 
                                                                                                                                
   Representative Kawasaki thanked the  presenters for their                                                                    
   work over the past several years. He discussed that there                                                                    
   were many unanswered  questions that  had arisen  over SB
   138, many  of  which  were  included in  the  presenter's                                                                    
   documents.  He  appreciated  the   consistency  in  their                                                                    
   information and believed the questions should be answered                                                                    
   by the appropriate agencies. He believed dealing with the                                                                    
   "new money"  would  be  something  of  an issue  for  the                                                                    
   committees  to  discuss.  He  addressed  changes  in  the                                                                    
   [project] work plan that cost more money  so that some of                                                                    
   FEED  would  go  into   pre-FEED.  He  remarked   on  the                                                                    
   presenters' earlier testimony that  generally the concept                                                                    
   was looked favorably on as a risk reducer.                                                                                   
                                                                                                                                
   Mr. Tsafos responded that his interpretation was that the                                                                    
   state saw risks and  wanted to bring the  work forward to                                                                    
   make sure it grappled with  the risks. He did  not see it                                                                    
   as favorable  that  the  state  needed  to do  more  work                                                                    
   because it  meant there  were more  issues to  deal with;                                                                    
   however, it would give comfort that  if the project moved                                                                    
   to the FEED  stage it  would be easier  to make  a better                                                                    
   decision because the issues had been  brought forward and                                                                    
   the state would be  more comfortable with its  ability to                                                                    
   manage the risks it had foreseen.                                                                                            
                                                                                                                                
   Representative Kawasaki referred to  the question related                                                                    
   to expansions on slide  7. The committee had  discussed a                                                                    
   lot about  expansions and  having a  third-party pipeline                                                                    
   company versus a producer-owned pipeline  company and the                                                                    
   fact that if a third party wanted to expand it would be a                                                                    
   great benefit  for the  state, which  he agreed  with. He                                                                    
   wondered under  what conditions  the  state/AGDC did  not                                                                    
   want to pursue expansions.  He could not think  of a time                                                                    
   where that would be the case.                                                                                                
                                                                                                                                
   Mr.  Mayer  responded  that  there  was  not  a  specific                                                                    
   scenario he and Mr. Tsafos had in  mind. The bullet point                                                                    
   had been  included  in response  to  questions from  both                                                                    
   legislative  finance   committees   about   what   future                                                                    
   expansions would look  like, how  they would  be managed,                                                                    
   and if AGDC would have the capacity. He relayed that they                                                                    
   had not  had an  opportunity  to discuss  the issue  with                                                                    
   AGDC, but would like to do so. At the time, they had been                                                                    
   concerned to hear a response that  the project would look                                                                    
   a lot like  TAPS (i.e. there  would be a  project company                                                                    
   and  all   of   "that"   would   be  the   function   and                                                                    
   responsibility of the  project company). He  relayed that                                                                    
   enalytica had  been  very  clear  in the  discussion  the                                                                    
   previous year that  the intention around  negotiating the                                                                    
   HOA was the idea of  a project within a  project and pipe                                                                    
   within a pipe and that  any party could do  things in its                                                                    
   interests independent  of the  others. He  continued that                                                                    
   the issue had  been particularly  clear in  the expansion                                                                    
   principles under  the HOA,  which stated  that any  party                                                                    
   wanting to expand  could do so  provided that it  did not                                                                    
   negatively impact the other parties.  However, taking the                                                                    
   approach meant that an entity could  not rely on everyone                                                                    
   agreeing on the  concept together or  guarantee unanimity                                                                    
   at the voting  committee. He  discussed a  scenario where                                                                    
   there was  an  entity  that  wanted to  pursue  expansion                                                                    
   aggressively and had all of the  technical and commercial                                                                    
   capability required to make the case to determine the new                                                                    
   resource  base,  tariff,  and  the   level  of  resources                                                                    
   required to  make expansion  economic. He  continued that                                                                    
   the entity would  be responsible  for determining  how to                                                                    
   build the commercial case bearing in  mind that the other                                                                    
   partners would not necessarily want to  do the expansion.                                                                    
   He wanted to ensure  that the tension was  clear and that                                                                    
   moving forward everyone involved on the state's level was                                                                    
   thinking in those terms.                                                                                                     
                                                                                                                                
   3:31:50 PM                                                                                                                 
                                                                                                                                
   Representative  Kawasaki  asked  if  it   would  be  more                                                                    
   effective for  the  state  to  pursue  expansion  without                                                                    
   TransCanada. He surmised that with a  third-party in that                                                                    
   particular  case,  there  may  be  disagreements  between                                                                    
   TransCanada and the  state. He  believed the  HOA spelled                                                                    
   out the ways  in which an  expansion would happen  if the                                                                    
   state wanted it but TransCanada did not.                                                                                     
                                                                                                                                
   Mr. Mayer  stated  that  in  many  ways  he  agreed  with                                                                    
   Representative Kawasaki. He  elaborated that  they looked                                                                    
   over the past two years and saw them  as a chance to test                                                                    
   some of the assumptions: whether the  state had a partner                                                                    
   that it was perfectly  aligned with on all  of the issues                                                                    
   by bringing in an independent company  or if the entities                                                                    
   would sometimes  disagree and  have to  negotiate against                                                                    
   each other and whether it was positive  or not. He stated                                                                    
   that many  of  the  details  surrounding the  issue  were                                                                    
   confidential and would  never be known.  However, looking                                                                    
   forward it was  obvious the  state did  need to  have the                                                                    
   capability.  He  remarked  that  they  would  never  know                                                                    
   whether  the  capability   existed  under   the  previous                                                                    
   arrangement, but it took a lot to have the capability. He                                                                    
   stated  that  it  was   important  to  think   about  the                                                                    
   capability currently.  He  reasoned  that the  fact  that                                                                    
   everyone could agree the state wanted  the capability did                                                                    
   not make it so;  it was necessary  to plan at  present in                                                                    
   order to ensure that it was secured.                                                                                         
                                                                                                                                
   Representative Gara believed that in the  past one of the                                                                    
   problems with TransCanada owning 25 percent of things the                                                                    
   state did not own (i.e. the pipeline or GTP), there would                                                                    
   be areas where  the state had  no access  to information,                                                                    
   which presented some problem. He requested  an example of                                                                    
   an area where it would be a problem for the state.                                                                           
                                                                                                                                
   Mr. Tsafos  responded that  he  and Mr.  Mayer could  not                                                                    
   speak on specifics because  they were not on  the project                                                                    
   team. He could  see that  with layers  of confidentiality                                                                    
   that as the  project sponsor it  the state would  like to                                                                    
   know that "nitty gritty"  decisions were being  made with                                                                    
   expansion in  mind and  to  gain access  to  some of  the                                                                    
   technical information. He could see how that flow back to                                                                    
   AGDC or the departments  may not be seamless.  He relayed                                                                    
   that he  had worked  in enough  organizations where  non-                                                                    
   confidential information was hard to come  by; it was not                                                                    
   hard for him to imagine that once three or four layers of                                                                    
   confidentiality were added it would get harder and harder                                                                    
   to access the  information and in  a timely way  prior to                                                                    
   decision points or votes.                                                                                                    
                                                                                                                                
   Mr.   Mayer   added   that   Marty   Rutherford   (deputy                                                                    
   commissioner, Department of Natural  Resources) and Deepa                                                                    
   Poduval (principal  consultant,  Black  and  Veatch)  had                                                                    
   provided an  example  when  they  had  presented  to  the                                                                    
   committee recently.  The  example  had  been  related  to                                                                    
   existing  arrangements   with   TransCanada  related   to                                                                    
   byproduct  disposal.  He  continued  that  a  significant                                                                    
   portion of the  function of  the GTP  was the  removal of                                                                    
   carbon  dioxide  and  its  eventual   disposal.  How  the                                                                    
   economics of  the  removal  and  disposal  worked  was  a                                                                    
   complex issue  that  allowed all  sorts  of  costs to  be                                                                    
   allocated in all sorts  of places. He stated  that it was                                                                    
   easy to see from the state's  perspective that there were                                                                    
   particular interests  in  seeing  the  issue  handled  in                                                                    
   particular ways and that if there was not visibility into                                                                    
   how  the  issue   was  being   handled  it   has  neither                                                                    
   transparency  and  visibility  nor  direct  control  over                                                                    
   voting, which would create some issues.                                                                                      
                                                                                                                                
   3:35:57 PM                                                                                                                 
                                                                                                                                
   Representative Gara  believed  everyone  agreed  that  it                                                                    
   would cost the state more if  TransCanada remained in the                                                                    
   project (as  opposed to  the  state buying  TransCanada's                                                                    
   portion) and the project eventually did not move forward.                                                                    
   He asked  for  verification that  the  lower the  state's                                                                    
   financing costs compared to TransCanada,  the greater the                                                                    
   state's  revenue   would  be   over   the  long-term   if                                                                    
   TransCanada's portion was bought out.                                                                                        
                                                                                                                                
   Mr. Mayer concurred.                                                                                                         
                                                                                                                                
   Representative  Gara  referred  to  financial  consultant                                                                    
   FirstSouthwest's statement on  page 36  of the  Black and                                                                    
   Veatch report  that  state financing  would  result in  a                                                                    
   materially lower interest  cost to  the state  than under                                                                    
   the TransCanada  agreement. He  asked  if the  presenters                                                                    
   disagreed with the statement.                                                                                                
                                                                                                                                
   Mr. Mayer responded that  they did not disagree  with the                                                                    
   statement "as it stands," but they wanted  to put some of                                                                    
   the  numbers  in  context.  They  believed  that  from  a                                                                    
   precautionary perspective it was important to think about                                                                    
   that the numbers on  the higher end of  the spectrum were                                                                    
   some of the  things that were  presented rather  than the                                                                    
   lower.                                                                                                                       
                                                                                                                                
   Mr. Tsafos added  that it depended  on what was  meant by                                                                    
   the word "material."  He elaborated that  if "materially"                                                                    
   was interpreted  as  2 or  3  percentage  point delta  he                                                                    
   thought that was hard  to see. He believed  the spread he                                                                    
   and Mr. Mayer had  talked about was much  more reasonable                                                                    
   at the higher end or lower end of the credit rating.                                                                         
                                                                                                                                
   3:37:38 PM                                                                                                                 
                                                                                                                                
   Representative Gara referred to  slide 5. He  stated that                                                                    
   Ms. Poduval had testified that the  5.5 percent financing                                                                    
   rate could increase the state's revenue  by an additional                                                                    
   $130 million  per year.  He stated  that 5.5  percent was                                                                    
   about where the state would  be if it was  at the state's                                                                    
   historically  worst  credit  rating.  He   asked  if  the                                                                    
   presenters recalled the testimony.                                                                                           
                                                                                                                                
   Mr. Tsafos answered in the affirmative.                                                                                      
                                                                                                                                
   Representative Gara reasoned  that no  one knew  which of                                                                    
   the bars  on slide  5  represented the  right number.  He                                                                    
   continued that  with current  market  conditions and  the                                                                    
   worst financing  level  the  state  had  ever  been,  Ms.                                                                    
   Poduval had testified that the state  would bring in $130                                                                    
   million extra per  year. He  asked for  verification that                                                                    
   the annual additional revenue could be higher or lower if                                                                    
   the state got its fiscal house  in order hopefully before                                                                    
   2017, that  any  of  the  scenarios  [on  slide  5]  were                                                                    
   reasonable assumptions, and more  would be known  as time                                                                    
   passed.                                                                                                                      
                                                                                                                                
   Mr. Tsafos commented that he realized the irony of having                                                                    
   a Greek  tell  the  committee  about state  finances.  He                                                                    
   remarked that Greece's  credit rating  had never  been as                                                                    
   bad until  it  was. He  stated  that  "these are  unknown                                                                    
   things." He referenced the 5.5 percent figure and pointed                                                                    
   to a chart  from FirstSouthwest on  slide 6.  He detailed                                                                    
   that if  the  state were  to  issue everything  overnight                                                                    
   (which it  would  not)  and  if  it  had  "this  kind  of                                                                    
   downgrade" the  interest  rate  would  be  close  to  5.5                                                                    
   percent. He referred back to slide 5  and stated that the                                                                    
   $130 million  in additional  revenue brought  in with  an                                                                    
   interest rate of 5.5 percent was compared to the baseline                                                                    
   tariff from  TransCanada  and was  not  adjusted for  the                                                                    
   equity  tracker.  He  explained  that   it  compared  5.5                                                                    
   percent, which  represented  current conditions,  against                                                                    
   6.8 percent, which were the conditions  of December 2013.                                                                    
   He furthered  that under  current  conditions the  tariff                                                                    
   from  TransCanada  was  more  like  5.8  percent  in  the                                                                    
   operational phase. The comparison was  really between 5.5                                                                    
   percent and 5.8  or 6 percent;  therefore, the  delta was                                                                    
   much smaller.  He explained  that it  was a  little messy                                                                    
   because of the need  to compare time and  interest rates.                                                                    
   He furthered that  the delta was  really between  5.3 and                                                                    
   5.8 (a 50 basis  point delta) and  detailed that at  a 50                                                                    
   basis point delta the  revenue was closer to  $60 million                                                                    
   [slide 5]. He was not trying to characterize the issue as                                                                    
   good or bad, but to contextualize it.                                                                                        
                                                                                                                                
   Mr. Mayer clarified that over the past several days there                                                                    
   had  been  a  presentation  by  the  state  finance  team                                                                    
   (Lazard,  FirstSouthwest,   and  Greengate)   related  to                                                                    
   historical credit ratings with A- as  the worst the state                                                                    
   had  experienced.   Additionally,   there   had  been   a                                                                    
   presentation by Black and Veatch, which had presented the                                                                    
   analysis on  slide 5.  He believed  Black and  Veatch had                                                                    
   been clear to defer any questions the committee had about                                                                    
   specific interest  rates to  the state  finance team.  He                                                                    
   noted that  Black and  Veatch was  solely presenting  the                                                                    
   numbers as a range of outcomes.                                                                                              
                                                                                                                                
   3:41:55 PM                                                                                                                 
                                                                                                                                
   Representative Gara asked if it was fair  to say that the                                                                    
   chart on  slide  5  represented  a  range  of  reasonable                                                                    
   potential outcomes and what would actually  occur was not                                                                    
   yet  known.  Mr.  Mayer  believed  it  was  a  reasonable                                                                    
   statement. Particularly given that  the beginning premise                                                                    
   was that there was no circumstance  under which the state                                                                    
   is  worse  off  without  TransCanada   from  a  financial                                                                    
   perspective; the additional revenue was a random variable                                                                    
   that would go from zero to some positive number.                                                                             
                                                                                                                                
   Representative Gara  commented that  there had  been some                                                                    
   focus on the $130 million range [slide  5], which was the                                                                    
   reason he wanted  to make enalytica's  view on  the issue                                                                    
   clear.                                                                                                                       
                                                                                                                                
   Representative Gattis returned to  the well-paid $840,000                                                                    
   per year position. She asked if there was  a need to hire                                                                    
   the (gas marketer) position currently. Alternatively, she                                                                    
   wondered if  the state  could  hire the  position at  the                                                                    
   start of  session  [January  2016]  or after  December  4                                                                    
   [2015] when the  state would know  whether it had  gas to                                                                    
   market.                                                                                                                      
                                                                                                                                
   Mr. Tsafos answered that  he struggled with  the question                                                                    
   because he did not  know the material  difference between                                                                    
   approving the funds for  the position at present  or in a                                                                    
   few months.  He relayed  that the  state did  need a  gas                                                                    
   marketer at  present in  the sense  that the  decision to                                                                    
   take royalty  in kind  (RIK)  was premised  on the  state                                                                    
   being comfortable that it would know what  to do with the                                                                    
   gas once the state had it. He believed  that to gain that                                                                    
   comfort, the state would need people who had expertise to                                                                    
   assess the risks to the state of taking possession of the                                                                    
   gas. The preceding year there had been  a big emphasis on                                                                    
   the state possibly  negotiating joint  venture agreements                                                                    
   with individual partners in the project to market the gas                                                                    
   jointly and having the partners make  offers to the state                                                                    
   to market their gas. All of the things were eventualities                                                                    
   that are factoring  in the  decision to  take the  gas in                                                                    
   kind; therefore, he did believe it  was important to have                                                                    
   a gas marketer at present. He reiterated  he did not know                                                                    
   exactly where the  negotiations were and  therefore could                                                                    
   not speak to the difference of appropriating the money at                                                                    
   present  versus  in  a  few  months.  However,  based  on                                                                    
   experience, it took time between the appropriation of the                                                                    
   money and when the  person started working.  For example,                                                                    
   if  the   money  was   appropriated   under  the   normal                                                                    
   legislative budget in  April [2016],  the search  to fill                                                                    
   the position would  begin in  May, and  then it  would be                                                                    
   summer when  perhaps  no  one  would  want  to  come  for                                                                    
   interviews.  The  items  were  the  types  of  things  he                                                                    
   recommended  thinking   about  (i.e.   would  the   state                                                                    
   inadvertently delay  the date  the person  would actually                                                                    
   join the gas team and help with negotiations).                                                                               
                                                                                                                                
   3:45:36 PM                                                                                                                 
                                                                                                                                
   Vice-Chair Saddler referenced  the financials on  slide 5                                                                    
   and clarified that it was not accurate  to say that there                                                                    
   was up  to $360  million  in additional  revenue for  the                                                                    
   state without  TransCanada's involvement.  He noted  that                                                                    
   the top of  the slide  indicated that it  was a  wash. He                                                                    
   continued that given the consideration of the net present                                                                    
   value (NPV),  the state  would  buy the  $360 million  in                                                                    
   additional cash flow later  by the upfront  investment of                                                                    
   $2 billion.                                                                                                                  
                                                                                                                                
   Mr. Mayer responded that in NPV terms, the number was not                                                                    
   large. At  a 10  percent discount  rate Black  and Veatch                                                                    
   showed the NPV at zero, but in its report he believed the                                                                    
   figure was about $30  million (the difference was  due to                                                                    
   rounding). He reasoned that it was  possible to have many                                                                    
   arguments related  to the  appropriate  discount rate  to                                                                    
   use. He believed the it was useful  in showing that there                                                                    
   was not some overwhelming piece of  value the state would                                                                    
   miss  out  on  if   it  continued  in   partnership  with                                                                    
   TransCanada. He  opined  that it  was  useful to  compare                                                                    
   apples to apples and he appreciated that Black and Veatch                                                                    
   hand included  the chart  to enable  the comparison.  For                                                                    
   example, if  the state  fully funded  the replacement  of                                                                    
   TransCanada through debt, the state would not receive the                                                                    
   $360 million, but was  somewhere on the  continuum [slide                                                                    
   5]. At 5.5 percent financing the state would receive $130                                                                    
   million [per year], bearing  in mind that it  reflected a                                                                    
   larger spread than the current reality. He continued that                                                                    
   where the state would fall on the spectrum [of additional                                                                    
   revenue] was not known. There was some value between zero                                                                    
   and a  positive  amount in  the  $100  million range.  He                                                                    
   relayed that  he and  Mr. Tsafos  were happiest  with the                                                                    
   right side of the chart [lower  additional revenue to the                                                                    
   state] in terms  of what the  benefit may be,  bearing in                                                                    
   mind that there could  be other financing  strategies the                                                                    
   state was  considering  that  would move  the  additional                                                                    
   revenues further to  the left [on  the chart].  There was                                                                    
   likely some positive  benefit in  annual cash  flows that                                                                    
   would come from  the state financing  its portion  of the                                                                    
   project on  its  own.  He  relayed  that  in  enalytica's                                                                    
   viewpoint  the  benefit   by  itself   (absent  strategic                                                                    
   considerations) was not dispositive.                                                                                         
                                                                                                                                
   3:48:31 PM                                                                                                                 
                                                                                                                                
   Vice-Chair  Saddler  appreciated  the  clarification.  He                                                                    
   turned to slide 3  that included a reference  to the non-                                                                    
   visibility of information. Additionally, slide 7 referred                                                                    
   to unclear decision making  and division of labor  in the                                                                    
   state. He wondered  if it  was usual  or unusual  to have                                                                    
   unclear decision  making  and a  lack  of visibility.  He                                                                    
   wondered if  the confusion  had any  consequences to  the                                                                    
   likelihood of success for the project.                                                                                       
                                                                                                                                
   Mr. Tsafos responded that  in general, confusion  did not                                                                    
   help the  advancement  of  a  project. For  example,  how                                                                    
   people interacted when it was unclear  who was in charge.                                                                    
   He could not speak to  the extent of that  in the current                                                                    
   project because  they were  not in  the organization.  He                                                                    
   addressed  whether  it  was  typical  for  this  kind  of                                                                    
   megaproject and  reasoned  that  it  was unlikely  to  be                                                                    
   typical of successful megaprojects. He  explained that it                                                                    
   was  hard  "to  stumble  your  way  into  a  $55  billion                                                                    
   project"; an entity  needed to have  its act  together to                                                                    
   "play at  this  level."  He  clarified  that he  was  not                                                                    
   speaking about the  specific circumstances of  the state.                                                                    
   In general, when an organization had  decision making and                                                                    
   informational barriers  it  always  got  in  the  way  of                                                                    
   getting things done; it was true for any endeavor and was                                                                    
   particularly true when  trying to do  one of  the hardest                                                                    
   and  most  complicated  infrastructure  projects  in  the                                                                    
   history of the world.                                                                                                        
                                                                                                                                
   Vice-Chair  Saddler  wanted  to   better  understand  the                                                                    
   "intangibles" of the project. He asked if it was possible                                                                    
   to quantify TransCanada's  benefit to the  project absent                                                                    
   the financials. He believed enalytica had referred to the                                                                    
   concept as continuity in its original  slides. Mr. Tsafos                                                                    
   answered that it was  possible, but he  cautioned against                                                                    
   attaching a great  deal of certainty  to the  numbers. He                                                                    
   believed there  were  ways  to  weigh the  benefits;  for                                                                    
   example, it  was possible  to attach  probabilities of  a                                                                    
   more expensive project  or slower development.  There was                                                                    
   math that  could be  done, but  he believed  it would  be                                                                    
   purely conjecture.                                                                                                           
                                                                                                                                
   3:52:03 PM                                                                                                                 
                                                                                                                                
   Mr. Mayer referred  to the  list on  slide 3  and relayed                                                                    
   that there were some key items the state had successfully                                                                    
   received  the  benefit  from  in   terms  of  continuity,                                                                    
   momentum, AGIA dissolution, and having TransCanada at the                                                                    
   table during long-term negotiations. He continued that it                                                                    
   was possible to look back  at the past 1.5  years and see                                                                    
   it as  a  very  good decision  at  the  time and  that  a                                                                    
   different point in the  relationship had been  reached at                                                                    
   present.                                                                                                                     
                                                                                                                                
   Vice-Chair Saddler remarked  that there was  a subjective                                                                    
   component to the information  and it was nice  to know if                                                                    
   some precision  could be  brought to  the metrics  of the                                                                    
   decision.                                                                                                                    
                                                                                                                                
   Co-Chair Thompson  remarked  that if  the  state did  not                                                                    
   terminate the agreement with TransCanada that the company                                                                    
   intended to vote "no" on December 4,  which would end the                                                                    
   project completely.  He believed  it could  be quantified                                                                    
   that the outcome  would not be  to the best  advantage of                                                                    
   the state,  especially with  a  project that  may end  up                                                                    
   being successful.                                                                                                            
                                                                                                                                
   Mr. Tsafos suggested  thinking about  what the  state was                                                                    
   receiving from  the  partnership  with TransCanada  (i.e.                                                                    
   AGIA, continuity, and other) compared to what it paid. He                                                                    
   noted that  the  state  had  paid  about  $3  million  in                                                                    
   interest to TransCanada.  He relayed  that the  state had                                                                    
   received some expertise  out of  the partnership.  He did                                                                    
   not know what the  numbers would have looked  like absent                                                                    
   TransCanada.                                                                                                                 
                                                                                                                                
   Representative Guttenberg remarked on Co-Chair Thompson's                                                                    
   statement that  if TransCanada  was  still involved,  the                                                                    
   company would vote "no" during the meeting on December 4.                                                                    
   He did not believe he would  ask any additional questions                                                                    
   beyond that statement.                                                                                                       
                                                                                                                                
   3:54:32 PM                                                                                                                 
                                                                                                                                
   Representative Munoz  asked  about  forcing  gas  to  the                                                                    
   project, whether or not  the partner was involved  in the                                                                    
   ownership of the project and setting  a December deadline                                                                    
   for the commitments.  She wondered if  it was  a feasible                                                                    
   expectation on the part of the state and if it was in the                                                                    
   state's best interest to demand those  kind of agreements                                                                    
   at the current stage.                                                                                                        
                                                                                                                                
   Mr.  Tsafos  addressed  Representative  Munoz's  question                                                                    
   related to feasibility. He explained that  he had no idea                                                                    
   because he did  not know  how far the  two sides  were in                                                                    
   terms of  what  the state  was  requesting  and what  the                                                                    
   producers were willing to offer. He  detailed that all he                                                                    
   had was the three  letters from the producers,  which the                                                                    
   legislators also  had, stating  that  subject to  certain                                                                    
   items they were willing to talk to the  state and sign an                                                                    
   agreement. He did not  know how close the  two sides were                                                                    
   or what  the  terms  were.  He  addressed  Representative                                                                    
   Munoz's question related to desirability. He  could see a                                                                    
   circumstance where if one or more  of the parties decided                                                                    
   to exit the project, one of the solutions the state could                                                                    
   explore was to buy their gas at  the wellhead. He relayed                                                                    
   that in  other  LNG projects  it  was  fairly common  for                                                                    
   companies to adjust their exposure to the project as they                                                                    
   learn more about the  project and as they  did a thorough                                                                    
   assessment to determine the  portion of the  project they                                                                    
   wanted. He believed  it made it  made sense to  explore a                                                                    
   different structure  to  solve  the non-commitment  of  a                                                                    
   party; the process had occurred in  many projects. He and                                                                    
   Mr. Mayer were concerned about the  state making too much                                                                    
   of a commitment up front because it did not have a lot of                                                                    
   the information. Their overall approach had  been that if                                                                    
   ExxonMobil [or another producer] was willing  to sell the                                                                    
   state gas at the wellhead, it was probably at a price the                                                                    
   state should not pay. He continued that if a producer was                                                                    
   willing to sell  the state gas  at Henry Hub  pricing, it                                                                    
   meant that the producer did not think  it could make more                                                                    
   by participating in the project; therefore, it meant that                                                                    
   the state would probably not make more than that by doing                                                                    
   the project.                                                                                                                 
                                                                                                                                
   Mr. Tsafos  continued to  address Representative  Munoz's                                                                    
   questions. He relayed  that he  would like  to understand                                                                    
   how specific  the discussions  were and  how exactly  the                                                                    
   terms were  playing out.  He reasoned  that if  the state                                                                    
   locked  itself  in   a  deal,  it   could  end   up  with                                                                    
   liabilities, which could be a problem. He relayed that it                                                                    
   was slightly worrisome to  give the companies a  way out.                                                                    
   He elaborated that the  project was very  complicated and                                                                    
   he would not  want half of  those involved  thinking that                                                                    
   they would just  exit the project.  He explained  that in                                                                    
   that sense the state  would not be spending  time solving                                                                    
   anything and  would be  designing its  exit strategy.  He                                                                    
   referred to testimony  from Vincent Lee  with TransCanada                                                                    
   that once  people  thought  TransCanada  was out  of  the                                                                    
   project it  was harder  to get  people to  spend time  on                                                                    
   TransCanada's  issues.  He  explained  that  once  people                                                                    
   started thinking they may  have a way out,  a muddling of                                                                    
   the negotiations and the progress would begin. He was not                                                                    
   sold on  the  necessity  of  entering the  agreements  at                                                                    
   present versus over  time. He added  that it was  his gut                                                                    
   feeling, without having  significant visibility  into the                                                                    
   specifics.                                                                                                                   
                                                                                                                                
   3:59:36 PM                                                                                                                 
                                                                                                                                
   Representative Munoz asked  if the requirement  or demand                                                                    
   could jeopardize the project and its momentum.                                                                               
                                                                                                                                
   Mr. Mayer  strongly agreed  with Mr.  Tsafos' answer.  He                                                                    
   addressed discussions related to the idea of a successful                                                                    
   project scenario  versus a  failed  project scenario  and                                                                    
   what the costs looked like in both cases. He relayed that                                                                    
   when they  spoke about  withdrawal  agreements they  were                                                                    
   referring to some iteration of the  failure scenario. Not                                                                    
   necessarily the  failure  case of  any  project, but  the                                                                    
   failure of the project  as it was currently  designed. He                                                                    
   furthered that there were aspects of the failure scenario                                                                    
   the state needed  to think about  and plan  for. However,                                                                    
   everyone involved  in the  project had  limited time  and                                                                    
   resources. He  remarked  that  due  to  the size  of  the                                                                    
   companies it was  easy to think  that they  had unlimited                                                                    
   staff to put on  the project and that  they could respond                                                                    
   to anything the  state asked from  them. The  reality was                                                                    
   that everyone involved  in the  process had  limited time                                                                    
   and resources.  He  continued that  whenever  one set  of                                                                    
   problems were  focused  on,  there  were another  set  of                                                                    
   problems that did not  receive focus. To the  extent that                                                                    
   the goal was to  advance further towards  project success                                                                    
   as  envisioned  under  the  HOA,  work   that  went  into                                                                    
   withdrawal agreements was work  that took away  from that                                                                    
   goal.                                                                                                                        
                                                                                                                                
   4:02:05 PM                                                                                                                 
                                                                                                                                
   Representative Munoz  asked  the  presenters  to  provide                                                                    
   their comments on the  SB 138 template and  how it worked                                                                    
   as a positive model for the State of Alaska.                                                                                 
                                                                                                                                
   Mr. Tsafos suspected she was asking  about the merits for                                                                    
   the state  of becoming  a 25  percent equity  partner and                                                                    
   taking ownership of the gas. He did not want to "get into                                                                    
   the weeds of SB 138" because he did not recall all of the                                                                    
   specifics.  Broadly   speaking,  there   was  one   major                                                                    
   challenge in developing  the gas in  a different  way. He                                                                    
   elaborated that  if  the  state  taxed  the  gas  at  the                                                                    
   wellhead and generated its  revenue as a state  (the same                                                                    
   as oil) it would face two  fundamental challenges. First,                                                                    
   the state made its money completely  differently than the                                                                    
   producers. Second, there was not a  significant amount of                                                                    
   value at  the wellhead  to tax.  For example,  at current                                                                    
   prices or under a  scenario where prices were  $10 to $11                                                                    
   in Japan, if it cost the state $9 or $10 to transport the                                                                    
   gas to Japan,  the state could  tax that remaining  $1 as                                                                    
   much  as  it  liked,  but  the   earnings  would  not  be                                                                    
   significant. The additional  challenge in the  pre-SB 138                                                                    
   structure was that not  only was there very  little value                                                                    
   to tax, but there was  no way to decide if  the number to                                                                    
   subtract from the $11  price in Japan should  be anywhere                                                                    
   from $5 to  $11 because  TAPS (over  which the  state had                                                                    
   experienced significant  conflict with  producers) was  a                                                                    
   federally regulated pipeline.  He detailed that  TAPS had                                                                    
   very clear jurisdiction and tariff setting, but there had                                                                    
   been significant  challenges. He  asked members  to think                                                                    
   about a gas pipeline where the tariff  was $60 per barrel                                                                    
   instead of $4  or $5  and where  there was  no regulatory                                                                    
   structure because  Federal  Energy Regulatory  Commission                                                                    
   (FERC) generally did  not regulate  the tariff  of export                                                                    
   projects.  He  continued  that   there  were  substantial                                                                    
   challenges to overcome to be able to  make any money. One                                                                    
   of the reasons he and  Mr. Mayer liked SB 138  in what it                                                                    
   tried to accomplish was  to say "that's  too much...let's                                                                    
   not go  down  this  path." He  stated  that  it was  like                                                                    
   reentering a lengthy marriage and thinking about how much                                                                    
   arguing there had  been along the  way. He  stressed that                                                                    
   the state and producers did not want to do that.                                                                             
                                                                                                                                
   Mr. Tsafos explained that  the merit of the  state taking                                                                    
   equity was that there would be no valuation questions and                                                                    
   the state would take 25 percent of  the gas, its royalty,                                                                    
   and would turn its tax into gas. Therefore, the state and                                                                    
   producers would  each have  their ownership  of the  gas,                                                                    
   pipe, and LNG.  He and Mr.  Mayer had been  surprised the                                                                    
   most to  learn  that because  of  the  way the  valuation                                                                    
   process worked, the  state was actually  better protected                                                                    
   on the downside by  taking ownership in the  project. For                                                                    
   example, with a price in  Japan of $11 and a  cost to the                                                                    
   state of $10, if the state taxed the amount it would only                                                                    
   receive the tax times $1. However, if  the price in Japan                                                                    
   dropped to $10, the state's earnings would be zero. Under                                                                    
   the scenario, the  state was subjected  to a  much bigger                                                                    
   swing. He noted  that there  were many  additional issues                                                                    
   that could be discussed on the topic.                                                                                        
                                                                                                                                
   Mr. Mayer  turned to  slide 7.  He addressed  Mr. Tsafos'                                                                    
   point related to revenue volatility, price, and commodity                                                                    
   risk.  He  relayed  that  Mr.   Tsafos'  statements  were                                                                    
   particularly true in a scenario where  the state was able                                                                    
   to fully  fund  its capital  commitment  with equity.  He                                                                    
   detailed that the state could say that  it built and paid                                                                    
   for the  infrastructure  up front  and  going forward  it                                                                    
   would simply receive  revenue for its  LNG. Additionally,                                                                    
   there would be no  impact of leverage; there  would be no                                                                    
   fixed cost the state  would need to meet  for every mmbtu                                                                    
   of LNG that it sold  to Japan. Whether the  price was $18                                                                    
   or  $6,  the  state   would  receive  that   amount.  The                                                                    
   fundamental question under  the scenario was  whether the                                                                    
   state achieved the  desired rate of  return over  the 20-                                                                    
   year project  time horizon.  He  referred to  significant                                                                    
   discussion  about  financing  the  project  through  high                                                                    
   levels  of  debt,  which  was  concerning   to  them.  He                                                                    
   explained that it was like purchasing a house with a down                                                                    
   payment of less  than 5  percent; it  massively increased                                                                    
   the  purchaser's  exposure  to   volatility  when  prices                                                                    
   increased or decreased. He relayed that the same was true                                                                    
   for the value  at the wellhead  model; if the  state paid                                                                    
   for its portion  with significant  leverage, it  would be                                                                    
   exposed to high  commodity risks.  The question  had been                                                                    
   included on slide 7  to stress the point  about beginning                                                                    
   to think more broadly about  the capitalization structure                                                                    
   for the project and all of the things  the state could do                                                                    
   to  minimize  its  exposure  to   price  volatility.  For                                                                    
   example, through  capital structure,  LNG contracts,  and                                                                    
   considering  a   different   risk   tolerance  than   the                                                                    
   producers. He stressed that the thinking  about the items                                                                    
   would become very critical moving forward.                                                                                   
                                                                                                                                
   4:10:43 PM                                                                                                                 
                                                                                                                                
   Co-Chair Thompson thanked the presenters. He reviewed the                                                                    
   agenda for the following day.                                                                                                
                                                                                                                                
   HB 3001  was  HEARD and  HELD  in  committee for  further                                                                    
   consideration.                                                                                                               
                                                                                                                                
   ADJOURNMENT                                                                                                                
                                                                                                                                
   4:11:27 PM                                                                                                                 
                                                                                                                                
   The meeting was adjourned at 4:11 p.m.                                                                                       

Document Name Date/Time Subjects
HB 3001 enalytica, TC in AK LNG, October 2015.pdf HFIN 10/29/2015 1:30:00 PM
HB3001